Common use of Defense of Litigation Clause in Contracts

Defense of Litigation. (a) The Special Servicer, consistent with the Servicing Standard, shall: (i) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer; and (ii) represent the interests of the Trust in any litigation relating to the rights and obligations of the Mortgagor or the lender, or the enforcement of the obligations of a Mortgagor, under the subject Mortgage Loan documents ("Trust-Related Litigation"). (b) To the extent the Master Servicer is named in Trust-Related Litigation, and the Trust or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by Section 3.28(a) above, the Master Servicer shall: (i) notify the Special Servicer of such Trust-Related Litigation within ten (10) days of the Master Servicer receiving notice of such Trust-Related Litigation; (ii) provide monthly status reports to the Special Servicer, regarding such Trust-Related Litigation; (iii) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iv) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided that, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. (c) Notwithstanding the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, but subject to the rights of the Special Servicer to direct the Master Servicer's actions in Section 3.28(d) below, the Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including but not limited to the right to engage separate counsel in the Master Servicer's reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's good faith and reasonable judgment, may (i) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (ii) subject the Master Servicer to liability or materially expand the scope of the Master Servicer's obligations under this Agreement. (d) Notwithstanding the Master Servicer's right to make determinations relating to claims against the Master Servicer, the Special Servicer shall have the right at any time to (i) direct the Master Servicer to settle any claims (subject to the consent of the Controlling Class Representative) brought against the Trust, including claims asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation) and (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission, or is not likely to result in a finding, of liability or wrongdoing on the part of the Master Servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Master Servicer is and shall be indemnified pursuant to Section 6.03 for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items on clauses (A), (B) and (C). Notwithstanding the foregoing in this paragraph (d), no consent of the Controlling Class Representative shall be required if adherence by the Master Servicer or the Special Servicer to such consent would not be in accordance with the Servicing Standard. (e) If both the Master Servicer and either the Special Servicer or the Trust are named in litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded to such party in this Section 3.28. (f) Notwithstanding the foregoing, the Controlling Class Representative may direct (such direction to be in writing; and which written direction may apply to more than one Trust-Related Litigation, or Trust-Related Litigation in general, on Performing Serviced Mortgage Loans) that the Master Servicer control, and the Master Servicer agrees that upon receipt of such written direction it shall control, the Trust-Related Litigation on behalf of the Trust with respect to the Performing Serviced Mortgage Loans specified in such notice and, in such event, this Section 3.28 shall not apply. Furthermore, this Section 3.28 shall not apply in the event the Special Servicer authorizes the Master Servicer and the Master Servicer agrees (such authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust with respect to Specially Serviced Mortgage Loans; provided, that any authorization by the Special Servicer for the Master Servicer to control any Trust-Related Litigation shall be subject to the consent of the Controlling Class Representative. If the Master Servicer controls certain Trust-Related Litigation on behalf of the Trust with respect to Performing Serviced Mortgage Loans in accordance with this paragraph (f), the Special Servicer shall retain the right to make determinations relating to claims against the Special Servicer, including but not limited to the right to engage separate counsel in the Special Servicer's reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03. Nothing is this Section 3.28 shall be intended to limit the rights of the Controlling Class Representative under any other section of this Agreement. (g) Notwithstanding the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee in its individual capacity, or if any judgment is rendered against the Trustee in its individual capacity, then the Trustee, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests; provided that the Master Servicer or Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding; (ii) in the case of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (B) engage counsel to represent the Trustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with intent to cause, and that actually causes, the Trustee to be registered to do business in any state; and (iii) if any court finds that the Trustee is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceedings on its own behalf in order to protect and represent its interest, whether as Trustee or individually, provided that the Master Servicer or the Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding.

Defense of Litigation. (a) The Special Servicer, consistent with the Servicing Standard, shall: (i) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer; and (ii) represent the interests of the Trust in any litigation relating to the rights and obligations of the Mortgagor or the lender, or the enforcement of the obligations of a Mortgagor, under the subject Mortgage Loan documents ("Trust-Related Litigation"). (b) To the extent the Master Servicer is named in Trust-Related Litigation, and the Trust or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by Section 3.28(a) above, the Master Servicer shall: (i) notify the Special Servicer of such Trust-Related Litigation within ten (10) days of the Master Servicer receiving notice of such Trust-Related Litigation; (ii) provide monthly status reports to the Special Servicer, regarding such Trust-Related Litigation; (iii) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iv) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided that, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. (c) Notwithstanding the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, but subject to the rights of the Special Servicer to direct the Master Servicer's actions in Section 3.28(d) below, the Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including but not limited to the right to engage separate counsel in the Master Servicer's reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's good faith and reasonable judgment, may (i) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (ii) subject the Master Servicer to liability or materially expand the scope of the Master Servicer's obligations under this Agreement. (d) Notwithstanding the Master Servicer's right to make determinations relating to claims against the Master Servicer, the Special Servicer shall have the right at any time to (i) direct the Master Servicer to settle any claims (subject to the consent of the Controlling Class Representative) the Master Servicer to settle any claims brought against the Trust, including claims asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation) and (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission, or is not likely to result in a finding, of liability or wrongdoing on the part of the Master Servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Master Servicer is and shall be indemnified pursuant to Section 6.03 for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items on clauses (A), (B) and (C). Notwithstanding the foregoing in this paragraph (d), no consent of the Controlling Class Representative shall be required if adherence by the Master Servicer or the Special Servicer to such consent would not be in accordance with the Servicing Standard. (e) If both the Master Servicer and either the Special Servicer or the Trust are named in litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded to such party in this Section 3.28. (f) Notwithstanding the foregoing, the Controlling Class Representative may direct (such direction to be in writing; and which written direction may apply to more than one Trust-Related Litigation, or Trust-Related Litigation in general, on Performing Serviced Mortgage Loans) that the Master Servicer control, and the Master Servicer agrees that upon receipt of such written direction it shall control, the Trust-Related Litigation on behalf of the Trust with respect to the Performing Serviced Mortgage Loans specified in such notice and, in such event, this Section 3.28 shall not apply. Furthermore, this Section 3.28 shall not apply in the event the Special Servicer authorizes the Master Servicer and the Master Servicer agrees (such authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust with respect to Specially Serviced Mortgage Loans; provided, that any authorization by the Special Servicer for the Master Servicer to control any Trust-Related Litigation shall be subject to the consent of the Controlling Class Representative. If the Master Servicer controls certain Trust-Related Litigation on behalf of the Trust with respect to Performing Serviced Mortgage Loans in accordance with this paragraph (f), the Special Servicer shall retain the right to make determinations relating to claims against the Special Servicer, including but not limited to the right to engage separate counsel in the Special Servicer's reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03. Nothing is this Section 3.28 shall be intended to limit the rights of the Controlling Class Representative under any other section of this Agreement. (g) Notwithstanding the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee in its individual capacity, or if any judgment is rendered against the Trustee in its individual capacity, then the Trustee, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests; provided that the Master Servicer or Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding; (ii) in the case of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (B) engage counsel to represent the Trustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with intent to cause, and that actually causes, the Trustee to be registered to do business in any state; and (iii) if any court finds that the Trustee is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceedings on its own behalf in order to protect and represent its interest, whether as Trustee or individually, provided that the Master Servicer or the Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding.

Defense of Litigation. (a) The Special Servicer, in a reasonable manner consistent with the Servicing Standard, shall: (i) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer; and (ii) represent the interests of the Trust in any litigation relating to the rights and obligations of the Mortgagor or the lender, or the enforcement of the obligations of a Mortgagor, under the subject Mortgage Loan documents ("Trust-Related Litigation"). (b) To the extent the Master Servicer is named in Trust-Related Litigation, and the Trust or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by Section 3.28(a) above, the Master Servicer shall: (i) notify the Special Servicer of such Trust-Related Litigation within ten (10) days of the Master Servicer receiving notice of such Trust-Related Litigation; (ii) provide monthly status reports to the Special Servicer, regarding such Trust-Related Litigation; (iii) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iv) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided that, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. (c) Notwithstanding the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, but subject to the rights of the Special Servicer to direct the Master Servicer's actions in Section 3.28(d) below, the Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including but not limited to the right to engage separate counsel in the Master Servicer's reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's good faith and reasonable judgment, may (i) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (ii) subject the Master Servicer to liability or materially expand the scope of the Master Servicer's obligations under this Agreement. (d) Notwithstanding the Master Servicer's right to make determinations relating to claims against the Master Servicer, the Special Servicer shall have the right at any time to (i) reasonably direct the Master Servicer to settle any claims (subject to the consent of the Controlling Class Representative) brought against the Trust, including claims asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation) and (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission, or is not likely to result in a finding, of liability or wrongdoing on the part of the Master Servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Master Servicer is and shall be indemnified pursuant to Section 6.03 for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items on clauses (A), (B) and (C). Notwithstanding the foregoing in this paragraph (d), no consent of the Controlling Class Representative shall be required if adherence by the Master Servicer or the Special Servicer to such consent would not be in accordance with the Servicing Standard. (e) If both the Master Servicer and either the Special Servicer or the Trust are named in litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded to such party in this Section 3.28. (f) Notwithstanding the foregoing, the Controlling Class Representative may direct (such direction to be in writing; and which written direction may apply to more than one Trust-Related Litigation, or Trust-Related Litigation in general, on Performing Serviced Mortgage Loans) that the Master Servicer control, and the Master Servicer agrees that upon receipt of such written direction it shall control, the Trust-Related Litigation on behalf of the Trust with respect to the Performing Serviced Mortgage Loans specified in such notice and, in such event, this Section 3.28 shall not apply. Furthermore, this This Section 3.28 shall not apply in the event the Special Servicer authorizes the Master Servicer Servicer, and the Master Servicer agrees (such both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust with respect to Specially Serviced Mortgage Loans; provided, that any authorization by the Special Servicer for the Master Servicer to control any Trust-Related Litigation shall be subject to the consent of the Controlling Class Representative. If the Master Servicer controls certain Trust-Related Litigation on behalf of the Trust with respect to Performing Serviced Mortgage Loans in accordance with this paragraph (f), the Special Servicer shall retain the right to make determinations relating to claims against the Special Servicer, including but not limited to the right to engage separate counsel in the Special Servicer's reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03. Nothing is this Section 3.28 shall be intended to limit the rights of the Controlling Class Representative under any other section of this Agreement. (g) Notwithstanding the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee in its individual capacity, or if any judgment is rendered against the Trustee in its individual capacity, then the Trustee, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests; provided that the Master Servicer or Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding; (ii) in the case of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (B) engage counsel to represent the Trustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with intent to cause, and that actually causes, the Trustee to be registered to do business in any state; provided that the Trustee shall not be liable for delaying or refusing to grant such consent and neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the failure of the Trustee to grant such consent; and (iii) if any court finds that the Trustee is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceedings on its own behalf in order to protect and represent its interest, whether as Trustee or individually, provided that the Master Servicer or the Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding.

Defense of Litigation. (a) The Special ServicerSubject to Section 9.04(c), consistent the Administrator shall supervise and control the investigation, contest, defense or settlement of all Legal Actions, at its own cost and expense (except as set forth in the Purchase Agreement or Reinsurance Agreement) with the Servicing Standard, shall: (i) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer; and (ii) represent the interests of the Trust in any litigation relating respect to the rights Administered Business and obligations at the cost and expense of MassMutual with respect to Administered Excluded Liabilities, and in the Mortgagor or name of MassMutual when necessary; provided, that the lender, or the enforcement Administrator shall provide MassMutual with sufficient opportunity to comment on its handling of the obligations of a Mortgagor, under the subject Mortgage Loan documents ("Trust-Related Litigation")any Action. (b) To Notwithstanding anything in this Agreement to the extent contrary, MassMutual shall have the Master Servicer is named in Trust-Related Litigationright to engage its own separate legal representation, at its own expense, and to participate fully in the Trust or Special Servicer is not named, in order to effectuate the role defense of the Special Servicer as contemplated by Section 3.28(a) above, the Master Servicer shall: (i) notify the Special Servicer of such Trust-Related Litigation within ten (10) days of the Master Servicer receiving notice of such Trust-Related Litigation; (ii) provide monthly status reports any Legal Action relating to the Special Servicer, regarding such Trust-Related Litigation; (iii) seek Administered Business with respect to have the Trust replace the Master Servicer as the appropriate which MassMutual is a named party to the lawsuitextent that such Legal Action, if successful, could reasonably be expected to materially interfere with the business, assets, liabilities, obligations, financial condition, results of operations or reputation of MassMutual or any of its Affiliates without waiving any right to indemnification or payment that it may have under the terms of the Purchase Agreement, the Reinsurance Agreement or this Agreement. The Administrator and MassMutual shall use commercially reasonable efforts to cooperate with each other with respect to the administration of any such Legal Action; provided, that the Administrator shall reimburse MassMutual for any reasonable out-of-pocket costs and expenses incurred by MassMutual in connection with such efforts, except to the extent that MassMutual has exercised its right to exclusively supervise and control such Legal Action pursuant to clause (c) of this Section 9.04. With respect to the Administered Business, the Administrator shall not settle or compromise any Legal Action without MassMutual’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) unless (a) there is no finding or admission of any violation of applicable Law or any violation of the rights of any Person by MassMutual or any of its Affiliates, (b) the sole relief provided is monetary damages that are paid in full by the Administrator and no culpability is found on the part of, and a full and complete release is provided to, MassMutual and its Affiliates, (c) the settlement does not encumber any of the assets of MassMutual or its Affiliates or contain any restriction or condition that would apply to or adversely affect MassMutual or its Affiliates or the conduct of business by MassMutual and its Affiliates; (d) such Legal Action neither is certified, nor seeks certification, as a class action; and (ive) so long as the Master Servicer remains a party such Legal Action does not relate to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided that, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master ServicerExcluded Business. (c) Notwithstanding the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, but subject anything to the rights of the Special Servicer to direct the Master Servicer's actions contrary in Section 3.28(d) belowthis Article IX, the Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including but not limited with respect to the right Administered Business, MassMutual, upon written notice to engage separate counsel in the Master Servicer's reasonable discretionAdministrator, the cost of which shall be subject to indemnification pursuant to Section 6.03. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's good faith and reasonable judgment, may (i) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (ii) subject the Master Servicer to liability or materially expand the scope of the Master Servicer's obligations under this Agreement. (d) Notwithstanding the Master Servicer's right to make determinations relating to claims against the Master Servicer, the Special Servicer shall have the right at any time to assume sole and exclusive control over the response, defense, settlement or other resolution of any Legal Action (other than Regulatory Actions brought by any Governmental Authority, which are the subject of Sections 9.01 and 9.02) (i) direct the Master Servicer to settle that seeks an order, injunction or other equitable relief against MassMutual or any claims (subject to the consent of the Controlling Class Representative) brought against the Trust, including claims asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation) and its Affiliates; (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admissionhas been certified, or is not likely seeks certification, as a class action; (iii) that, if successful, could reasonably be expected to result in a findingmaterially interfere with the business, assets, liabilities, obligations, financial condition, results of liability operations or wrongdoing on reputation of MassMutual or any of its Affiliates; or (iv) to the part extent such Legal Action relates solely to the Excluded Business; provided, that if MassMutual assumes control over the resolution of the Master Servicerany Legal Action pursuant to sub-clauses (i) through (iv) of this clause (c) to Section 9.04, (Bx) the cost of such settlement or any resulting judgment is and MassMutual shall be paid by the Trust, (C) the Master Servicer is and shall be indemnified pursuant to Section 6.03 solely responsible for all costs and expenses incurred by it in connection with the resolution of such Legal Action and any increased liability of the Master Servicer incurred in defending and settling Administrator under the Trust-Related Litigation and for any judgmentReinsurance Agreement resulting from MassMutual’s control thereof, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer) to be in compliance with the Servicing Standard and (Ey) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items on clauses (A), (B) and (C). Notwithstanding the foregoing in this paragraph (d), no consent of the Controlling Class Representative shall be required if adherence by the Master Servicer or the Special Servicer to such consent would not be in accordance with the Servicing Standard. (e) If both the Master Servicer and either the Special Servicer or the Trust are named in litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded to such party in this Section 3.28. (f) Notwithstanding the foregoing, the Controlling Class Representative may direct (such direction to be in writing; and which written direction may apply to more than one Trust-Related Litigation, or Trust-Related Litigation in general, on Performing Serviced Mortgage Loans) that the Master Servicer control, and the Master Servicer agrees that upon receipt of such written direction it shall control, the Trust-Related Litigation on behalf of the Trust with respect to the Performing Serviced Mortgage Loans specified in such notice and, in such event, this Section 3.28 shall not apply. Furthermore, this Section 3.28 shall not apply in the event the Special Servicer authorizes the Master Servicer and the Master Servicer agrees (such authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust with respect to Specially Serviced Mortgage Loans; provided, that any authorization by the Special Servicer for the Master Servicer to control any Trust-Related Litigation shall be subject to the consent of the Controlling Class Representative. If the Master Servicer controls certain Trust-Related Litigation on behalf of the Trust with respect to Performing Serviced Mortgage Loans in accordance with this paragraph (f), the Special Servicer shall retain the right to make determinations relating to claims against the Special Servicer, including but not limited to the right to engage separate counsel in the Special Servicer's reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03. Nothing is this Section 3.28 shall be intended to limit the rights of the Controlling Class Representative under any other section of this Agreement. (g) Notwithstanding the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee in its individual capacity, or if any judgment is rendered against the Trustee in its individual capacity, then the Trustee, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests; provided that the Master Servicer or Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding; (ii) in the case of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (B) engage counsel to represent the Trustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with intent to cause, and that actually causes, the Trustee to be registered to do business in any state; and (iii) if any court finds that the Trustee is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee Administrator shall have the right to retain counsel engage its own separate legal representation, at its own expense, and appear in to participate in, but not control, the defense of any such proceedings Legal Action, and (z) MassMutual shall keep the Administrator reasonably informed of the progress of such Legal Action relating to the Administered Business. MassMutual shall not settle or compromise any such Legal Action without the Administrator’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) unless (1) there is no finding or admission of any violation of applicable Law or any violation of the rights of any Person by the Administrator or any of its Affiliates, (2) the sole relief provided is monetary damages that are paid in full by MassMutual and no culpability is found on the part of, and a full and complete release is provided to, the Administrator and its own behalf in order Affiliates, (3) the settlement does not encumber any of the assets of the Administrator or its Affiliates or contain any restriction or condition that would apply to protect and represent or adversely affect the Administrator or its interest, whether as Trustee or individually, provided that the Master Servicer Affiliates or the Special Servicerconduct of business by the Administrator and its Affiliates; and (4) such Legal Action neither is certified, nor seeks certification, as applicablea class action. (d) Notwithstanding anything to the contrary in this Article IX, MassMutual, upon written notice to the Administrator, shall retain have the right at any time to manage assume sole and direct exclusive control over the response, defense, settlement or other resolution of any Legal Action that relates primarily to the Administered Excluded Liabilities (other than Regulatory Actions brought by any Governmental Authority, which are the subject of Sections 9.01 and 9.02). Notwithstanding anything to the contrary in this Article IX, with respect to the Administered Excluded Liabilities, the Administrator shall not settle or compromise any Legal Action without MassMutual’s prior written consent (such actionconsent not to be unreasonably withheld, suit, litigation conditioned or proceedingdelayed).

Defense of Litigation. (a) The Special ServicerServicer shall, consistent with respect to Specially Serviced Mortgage Loans and, at the Servicing Standarddirection of the Controlling Class Representative, shallany other Mortgage Loan: (i) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer; and (ii) represent the interests of the Trust in any litigation relating to the rights and obligations of the Mortgagor or the lenderTrust, or the enforcement of the obligations of a Mortgagor, under the subject Mortgage Loan documents ("Trust-Related Litigation"). (b) To the extent the Master Servicer is named in Trust-Related Litigation, and the Trust or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by Section 3.28(a3.26(a) above, the Master Servicer shall: (i) notify the Special Servicer of such Trust-Related Litigation within ten (10) days of the Master Servicer receiving notice of such Trust-Related Litigation; (ii) provide monthly status reports to the Special Servicer, regarding such Trust-Related Litigation; (iii) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iv) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided that, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. (c) Notwithstanding the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, but subject to the rights of the Special Servicer to direct the Master Servicer's actions in Section 3.28(d3.26(d) below, the Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including but not limited to the right to engage separate counsel in the Master Servicer's reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's good faith and reasonable judgment, may (i) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (ii) subject the Master Servicer to liability or materially expand the scope of the Master Servicer's obligations under this Agreement. (d) Notwithstanding the Master Servicer's right to make determinations relating to claims against the Master Servicer, the Special Servicer shall have the right at any time to (i) direct the Master Servicer to settle any claims (subject to the consent of the Controlling Class Representative) the Master Servicer to settle any claims brought against the Trust, including claims asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation) and (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission, or is not likely to result in a finding, of liability or wrongdoing on the part of the Master Servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Master Servicer is and shall be indemnified pursuant to Section 6.03 for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items on clauses (A), (B) and (C). Notwithstanding the foregoing in this paragraph (d), no consent of the Controlling Class Representative shall be required if adherence by the Master Servicer or the Special Servicer to such consent would not be in accordance with the Servicing Standard. (e) If both the Master Servicer and either the Special Servicer or the Trust are named in litigation, then the Master Servicer and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded to such party in this Section 3.283.26. (f) Notwithstanding the foregoing, the Controlling Class Representative may direct (such direction to be in writing; and which written direction may apply to more than one Trust-Related Litigation, or Trust-Related Litigation in general, on Performing Serviced Mortgage Loans) that the Master Servicer control, and the Master Servicer agrees that upon receipt of such written direction it shall control, the Trust-Related Litigation on behalf of the Trust with respect to the Performing Serviced Mortgage Loans specified in such notice and, in such event, this Section 3.28 3.26 shall not apply. Furthermore, this Section 3.28 3.26 shall not apply in the event the Special Servicer authorizes the Master Servicer and the Master Servicer agrees (such authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust with respect to Specially Serviced Mortgage Loans; provided, provided that any authorization by the Special Servicer for the Master Servicer to control any Trust-Related Litigation shall be subject to the consent of the Controlling Class Representative. If the Master Servicer controls certain Trust-Related Litigation on behalf of the Trust with respect to Performing Serviced Mortgage Loans in accordance with this paragraph (f), the Special Servicer shall retain the right to make determinations relating to claims against the Special Servicer, including but not limited to the right to engage separate counsel in the Special Servicer's reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03. Nothing is in this Section 3.28 3.26 shall be intended to limit the rights of the Controlling Class Representative under any other section of this Agreement. (g) Notwithstanding the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee in its individual capacity, or if any judgment is rendered against the Trustee in its individual capacity, then the Trustee, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests; provided that the Master Servicer or Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding; (ii) in the case of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documentsdocuments or otherwise relating to a Mortgage Loan or Mortgaged Property, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (B) engage counsel to represent the Trustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with intent to cause, and that actually causes, the Trustee to be registered to do business in any state; and (iii) if any court finds that the Trustee is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceedings on its own behalf in order to protect and represent its interest, whether as Trustee or individually, provided that the Master Servicer or the Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding.

Defense of Litigation. (a) The Special ServicerServicer shall, consistent with respect to Specially Serviced Mortgage Loans and, at the Servicing Standarddirection of the Controlling Class Representative, shallany other Mortgage Loan: (i) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer; and (ii) represent the interests of the Trust in any litigation relating to the rights and obligations of the Mortgagor or the lenderTrust, or the enforcement of the obligations of a Mortgagor, under the subject Mortgage Loan documents ("Trust-Related Litigation"). (b) To the extent the Master Servicer is named in Trust-Related Litigation, and the Trust or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by Section 3.28(a3.29(a) above, the Master Servicer shall: (i) notify the Special Servicer of such Trust-Related Litigation within ten (10) days of the Master Servicer receiving notice of such Trust-Related Litigation; (ii) provide monthly status reports to the Special Servicer, regarding such Trust-Related Litigation; (iii) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iv) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided that, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. (c) Notwithstanding the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, but subject to the rights of the Special Servicer to direct the Master Servicer's actions in Section 3.28(d3.29(d) below, the Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including but not limited to the right to engage separate counsel in the Master Servicer's reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's good faith and reasonable judgment, may (i) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (ii) subject the Master Servicer to liability or materially expand the scope of the Master Servicer's obligations under this Agreement. (d) Notwithstanding the Master Servicer's right to make determinations relating to claims against the Master Servicer, the Special Servicer shall have the right at any time to (i) direct the Master Servicer to settle any claims (subject to the consent of the Controlling Class Representative) the Master Servicer to settle any claims brought against the Trust, including claims asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation) and (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission, or is not likely to result in a finding, of liability or wrongdoing on the part of the Master Servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Master Servicer is and shall be indemnified pursuant to Section 6.03 for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items on clauses (A), (B) and (C). Notwithstanding the foregoing in this paragraph (d), no consent of the Controlling Class Representative shall be required if adherence by the Master Servicer or the Special Servicer to such consent would not be in accordance with the Servicing Standard. (e) If both the Master Servicer and either the Special Servicer or the Trust are named in litigation, then the Master Servicer and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded to such party in this Section 3.283.29. (f) Notwithstanding the foregoing, the Controlling Class Representative may direct (such direction to be in writing; and which written direction may apply to more than one Trust-Related Litigation, or Trust-Related Litigation in general, on Performing Serviced Mortgage Loans) that the Master Servicer control, and the Master Servicer agrees that upon receipt of such written direction it shall control, the Trust-Related Litigation on behalf of the Trust with respect to the Performing Serviced Mortgage Loans specified in such notice and, in such event, this Section 3.28 3.29 shall not apply. Furthermore, this Section 3.28 3.29 shall not apply in the event the Special Servicer authorizes the Master Servicer and the Master Servicer agrees (such authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust with respect to Specially Serviced Mortgage Loans; provided, that any authorization by the Special Servicer for the Master Servicer to control any Trust-Related Litigation shall be subject to the consent of the Controlling Class Representative. If the Master Servicer controls certain Trust-Related Litigation on behalf of the Trust with respect to Performing Serviced Mortgage Loans in accordance with this paragraph (f), the Special Servicer shall retain the right to make determinations relating to claims against the Special Servicer, including but not limited to the right to engage separate counsel in the Special Servicer's reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03. Nothing is in this Section 3.28 3.29 shall be intended to limit the rights of the Controlling Class Representative under any other section of this Agreement. (g) Notwithstanding the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee in its individual capacity, or if any judgment is rendered against the Trustee in its individual capacity, then the Trustee, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests; provided that the Master Servicer or Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding; (ii) in the case of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documentsdocuments or otherwise relating to a Mortgage Loan or Mortgaged Property, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (B) engage counsel to represent the Trustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with intent to cause, and that actually causes, the Trustee to be registered to do business in any state; and (iii) if any court finds that the Trustee is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceedings on its own behalf in order to protect and represent its interest, whether as Trustee or individually, provided that the Master Servicer or the Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding.

Defense of Litigation. (a) The Special Servicer, consistent with the Servicing Standard, shall: (i) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer; and (ii) represent the interests of the Trust in any litigation relating to the rights and obligations of the Mortgagor or the lender, or the enforcement of the obligations of a Mortgagor, under the subject Mortgage Loan documents ("Trust-Related Litigation"). (b) To the extent the Master Servicer is named in Trust-Related Litigation, and the Trust or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by Section 3.28(a) above, the Master Servicer shall: (i) notify the Special Servicer of such Trust-Related Litigation within ten (10) days of the Master Servicer receiving notice of such Trust-Related Litigation; (ii) provide monthly status reports to the Special Servicer, regarding such Trust-Related Litigation; (iii) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iv) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided that, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. (c) Notwithstanding the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, but subject to the rights of the Special Servicer to direct the Master Servicer's actions in Section 3.28(d) below, the Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including but not limited to the right to engage separate counsel in the Master Servicer's reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's good faith and reasonable judgment, may (i) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (ii) subject the Master Servicer to liability or materially expand the scope of the Master Servicer's obligations under this Agreement. (d) Notwithstanding the Master Servicer's right to make determinations relating to claims against the Master Servicer, the Special Servicer shall have the right at any time to (i) direct the Master Servicer to settle any claims (subject to the consent of the Controlling Class Representative) the Master Servicer to settle any claims brought against the Trust, including claims asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation) and (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission, or is not likely to result in a finding, of liability or wrongdoing on the part of the Master Servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Master Servicer is and shall be indemnified pursuant to Section 6.03 for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items on clauses (A), (B) and (C). Notwithstanding the foregoing in this paragraph (d), no consent of the Controlling Class Representative shall be required if adherence by the Master Servicer or the Special Servicer to such consent would not be in accordance with the Servicing Standard. (e) If both the Master Servicer and either the Special Servicer or the Trust are named in litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded to such party in this Section 3.28. (f) Notwithstanding the foregoing, the Controlling Class Representative may direct (such direction to be in writing; and which written direction may apply to more than one Trust-Related Litigation, or Trust-Related Litigation in general, on Performing Serviced Mortgage Loans) that the Master Servicer control, and the Master Servicer agrees that upon receipt of such written direction it shall control, the Trust-Related Litigation on behalf of the Trust with respect to the Performing Serviced Mortgage Loans specified in such notice and, in such event, this Section 3.28 shall not apply. Furthermore, this Section 3.28 shall not apply in the event the Special Servicer authorizes the Master Servicer and the Master Servicer agrees (such authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust with respect to Specially Serviced Mortgage Loans; provided, that any authorization by the Special Servicer for the Master Servicer to control any Trust-Related Litigation shall be subject to the consent of the Controlling Class Representative. If the Master Servicer controls certain Trust-Related Litigation on behalf of the Trust with respect to Performing Serviced Mortgage Loans in accordance with this paragraph (f), the Special Servicer shall retain the right to make determinations relating to claims against the Special Servicer, including but not limited to the right to engage separate counsel in the Special Servicer's reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03. Nothing is this Section 3.28 shall be intended to limit the rights of the Controlling Class Representative under any other section of this Agreement. (g) Notwithstanding the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee in its individual capacity, or if any judgment is rendered against the Trustee in its individual capacity, then the Trustee, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests; provided that the Master Servicer or Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding; (ii) in the case of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (B) engage counsel to represent the Trustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with intent to cause, and that actually causes, the Trustee LaSalle to be registered to do business in any state; and (iii) if any court finds that the Trustee is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceedings on its own behalf in order to protect and represent its interest, whether as Trustee or individually, provided that the Master Servicer or the Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding.