Common use of Litigation Control Clause in Contracts

Litigation Control. The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans and the enforcement of the obligations of a Mortgagor under the related Specially Serviced Mortgage Loan documents, and in each case where the Master Servicer or the Special Servicer, as applicable, contemplates availing itself of indemnification as provided for under this Agreement, shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, with respect to any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims or litigation, the Master Servicer or Special Servicer, as applicable, shall promptly notify the Controlling Class Representative (during any Subordinate Control Period or any Collective Consultation Period) and the Special Servicer (in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation, and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Litigation Control and the implementation thereof and (ii) any decision to agree to or propose any terms of settlement, and shall, during any Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During any Subordinate Control Period and subject to the Servicing Standard, the Master Servicer or the Special Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to the Controlling Class Representative and the Controlling Class Representative has not objected in writing within five (5) Business Days of receipt of such notice and all information that the Controlling Class Representative has reasonably requested with respect thereto. The Controlling Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoing, if the Master Servicer or the Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) and Master Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Class Representative’s response. Notwithstanding anything contained herein to the contrary, with respect to any Litigation Control relating to a non-Specially Serviced Mortgage Loan that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, after receiving the required notice from the Master Servicer or Special Servicer set forth above that the Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Class Representative (during any Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control be exercised by the Special Servicer; provided, that the Controlling Class Representative or the Special Servicer in accordance with the Servicing Standard, as applicable, has determined and advised the Master Servicer that the Master Servicer’s actions with respect to such obligations are indemnifiable under this Agreement, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until the date such Litigation Control is so transferred and is not otherwise paid to the Master Servicer pursuant to this Agreement) shall be payable by the Trust. Notwithstanding the foregoing, no advice, direction or objection of, or consent withheld by, the Controlling Class Representative shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan document, any Intercreditor Agreement or similar agreement, applicable law or any provision of this Agreement, including the Master Servicer’s and Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents and to maintain the REMIC status of any REMIC created under this Agreement, or (ii) result in an Adverse REMIC Event with respect to any REMIC created under this Agreement or an Adverse Grantor Trust Event with respect to the Grantor Trust or have adverse tax consequences for the Trust Fund, or (iii) expose any party to this Agreement, any Seller, any Underwriter or Initial Purchaser, any Sub-Servicer or the Trust Fund or any of their respective Affiliates, officers, directors, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s responsibilities under this Agreement. In addition, neither the Master Servicer nor the Special Servicer will follow any such advice, direction or objection if given by the Controlling Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. (a) The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the applicable Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans that it is servicing, and the enforcement of the obligations of a Mortgagor under the related applicable Master Servicer with respect to litigation involving non-Specially Serviced Mortgage Loan documentsLoans that it is servicing, and and, in each case where the Master either case, if such Special Servicer or the Special such Master Servicer, as applicable, contemplates availing itself of indemnification as provided for under Section 6.03 of this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (i) the enforcement of the obligations of a Borrower under the related Mortgage Loan Documents and (ii) any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to the servicing of any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims claim or litigation that falls within the scope of Litigation Control and is of a material nature (a “Material Litigation Control Matter”), the applicable Special Servicer or Master Servicer shall promptly notify the Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) of such claim or litigation. (b) In connection with any Material Litigation Control Matter, the Master applicable Special Servicer or Special the applicable Master Servicer, as applicable, shall promptly notify the Controlling Class Representative (during submit any Subordinate Control Period decision to commence any proceeding or any Collective Consultation Period) and the Special Servicer (similar action in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation, and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Material Litigation Control and the implementation thereof and (ii) Matter or any decision to agree to or propose any terms of settlement, and shall, settlement in a Material Litigation Control Matter to the Subordinate Class Representative (during any a Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During consent (or its deemed approval or deemed consent as provided below) and notice of any Subordinate Control Period and subject such decision to the Servicing Standardrelated Pari Passu Companion Loan holder if such matter affects the related Pari Passu Companion Loan. Subject to Section 3.32(e), if and as applicable, the Master applicable Special Servicer or the Special applicable Master Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified in writing the Controlling Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Controlling Subordinate Class Representative (during a Subordinate Control Period) has not objected in writing within five (5) Business Days of receipt of such notice and receipt of all information that the Controlling Subordinate Class Representative has reasonably requested with respect theretothereto promptly following its receipt of such notice. The Controlling If such written objection has not been received by the applicable Special Servicer or applicable Master Servicer, as applicable, within such 5-Business Day period, then the Subordinate Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoingaction; provided that, if the Master applicable Special Servicer or the Special applicable Master Servicer, as applicable, determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders (as and, with respect to a collective whole) and Master Serviced Loan Combination, the related Companion Loan Holders, the applicable Special Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the applicable Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Subordinate Class Representative’s response; provided that the applicable Special Servicer or applicable Master Servicer, as applicable, has confirmation that the Subordinate Class Representative has received notice of such action in writing. Nothing in this Section 3.32 shall be construed to alter, modify, limit or expand the Trust Advisor’s duties, rights and obligations in this Agreement, including, without limitation, in Sections 3.24, 3.28, 6.03 and 6.05, and the Trust Advisor shall not be required to review the actions of a Special Servicer with respect to such Special Servicer’s Litigation Control unless such review is otherwise related to the performance of the Trust Advisor’s duties, rights and obligations in respect of a Final Asset Status Report and/or Asset Status Report. (c) Notwithstanding anything contained herein to the contrary, and subject to agreement between the applicable Special Servicer and the Subordinate Class Representative as to scope of services and compensation to be paid to such Special Servicer by the Majority Subordinate Certificateholder, with respect to any Material Litigation Control Matter otherwise required to be exercised hereunder by the applicable Master Servicer relating to a non-Specially Serviced Mortgage Loan or Loan Combination that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, but subject to Section 3.32(d), after receiving the required notice from the applicable Master Servicer or Special Servicer set forth above that the such applicable Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Subordinate Class Representative (during any a Subordinate Control Period) or may direct the applicable Master Servicer and the applicable Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control nevertheless be exercised by the applicable Special Servicer; provided, however, that the Controlling applicable Special Servicer (with the consent of the Subordinate Class Representative or the Special Servicer in accordance with the Servicing Standard, as applicable, (during a Subordinate Control Period)) has determined and advised the applicable Master Servicer (and the applicable Master Servicer has reasonably concurred) that the Master Servicer’s its actions with respect to such obligations are indemnifiable under this AgreementSection 6.03 hereof, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until such date of transfer of Litigation Control to the date applicable Special Servicer) arising from the related legal action or claim underlying such Litigation Control is so transferred and is not otherwise paid to the applicable Master Servicer pursuant to Section 6.03 of this Agreement) Agreement shall be payable by the Trust. Trust Fund; provided, further, so as long as the Trust Fund and any applicable Other Trustee are fully indemnified and/or made whole with respect to the related legal action or claim underlying such Litigation Control from recoveries with respect to such legal action or claim, the Majority Subordinate Certificateholder shall be reimbursed up to the amount of compensation paid to the Special Servicer for assuming and handling such Litigation Control but only to the extent that such recoveries exceed the amount necessary to fully indemnify and make the Trust Fund whole. (d) Notwithstanding the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation Control) in their individual capacity, or if any judgment is rendered against the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation Control) in their individual capacity, the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation Control), as the case may be, upon prior written notice to the applicable Master Servicer or the applicable Special Servicer with Litigation Control, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Borrower under the related loan documents or otherwise relating to the servicing of a Mortgage Loan, Loan Combination or Mortgaged Property, neither the applicable Master Servicer nor the applicable Special Servicer, as applicable, shall, without the prior written consent of the Trustee or the Certificate Administrator, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee or the Certificate Administrator, whether in such capacity or individually, (B) engage counsel to represent the Trustee or the Certificate Administrator, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Trustee or the Certificate Administrator to be registered to do business in any state (provided that no Master Servicer or Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator or the Trustee, as applicable, to grant such consent); and (iii) if any court finds that the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation Control) is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan or Loan Combination, the Trustee, the Trust Advisor, the Certificate Administrator, such Master Servicer or such Special Servicer shall each have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim). Subject to the rights of the Subordinate Class Representative under this Section 3.32, nothing in this paragraph shall be interpreted to preclude either the applicable Master Servicer or the applicable Special Servicer, as applicable, from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund. (e) Notwithstanding anything herein to the contrary, no advice, direction or direction, objection of, or consent given or withheld by, by the Controlling Subordinate Class Representative shall (i) require or cause the applicable Special Servicer or the applicable Master Servicer, as applicable, Servicer to violate the terms any provision of any Mortgage Loan documentDocuments, any related Intercreditor Agreement Agreement, any related intercreditor, co-lender or similar agreement, applicable law law, this Agreement or any provision of this Agreementthe REMIC Provisions, including without limitation, the applicable Master Servicer’s and or the applicable Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents Documents, and to maintain the REMIC status of any REMIC created under this AgreementTrust REMIC, or (ii) result in an Adverse the imposition of a tax on any Trust REMIC Event with respect to under the REMIC Provisions or cause any REMIC created under this Agreement Pool to fail to qualify as a REMIC or an Adverse Grantor Trust Event with respect to cause the Grantor Trust or have adverse to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax consequences for the Trust Fundpurposes, or (iii) expose any party to this AgreementMaster Servicer, any SellerSpecial Servicer, any Underwriter or Initial Purchaserthe Certificate Administrator, any Sub-Servicer or the Depositor, the Trust Advisor, the Trust Fund or the Trustee or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master any Special Servicer’s, the Special any Master Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s responsibilities under this Agreement. In addition, ; and neither the Master applicable Special Servicer nor the Special applicable Master Servicer will shall follow any such advice, direction or objection if given by the Controlling Subordinate Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(ivi) – (iv) of the preceding this sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. (a) The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the applicable Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans Loans, and the enforcement of the obligations of a Mortgagor under the related applicable Master Servicer with respect to litigation involving non-Specially Serviced Mortgage Loan documentsLoans, and and, in each case where the Master either case, if such Special Servicer or the Special Master Servicer, as applicable, contemplates availing itself of indemnification as provided for under Section 6.03 of this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (i) the enforcement of the obligations of a Borrower under the related Mortgage Loan Documents and (ii) any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to the servicing of any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims claim or litigationlitigation that falls within the scope of Litigation Control and is of a material nature (a “Material Litigation Control Matter”), the applicable Special Servicer or Master Servicer or Special Servicer, as applicable, shall promptly notify the Controlling Subordinate Class Representative (during any a Subordinate Control Period or any Collective Consultation Period) and the Special Servicer Trust Advisor (in the case of the Master Servicer) during any Collective Consultation Period and the Master Servicer (in the case of the Special Servicerany Senior Consultation Period) of such claims claim or litigation. (b) In connection with any Material Litigation Control Matter, and the applicable Special Servicer or Master Servicer and the Special Servicer, as applicable, shall prepare and submit any decision to commence any proceeding or similar action in a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Material Litigation Control and the implementation thereof and (ii) Matter or any decision to agree to or propose any terms of settlement, and shall, settlement in a Material Litigation Control Matter to the Subordinate Class Representative (during any a Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During consent and notice of any Subordinate Control Period and subject such decision to the Servicing Standardrelated Pari Passu Companion Loan holder if such matter affects the related Pari Passu Companion Loan. Subject to Section 3.32(e), if and as applicable, the Master applicable Special Servicer or the Special applicable Master Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified in writing the Controlling Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Controlling Subordinate Class Representative (during a Subordinate Control Period) has not objected in writing within five (5) Business Days of receipt of such notice and receipt of all information that the Controlling Subordinate Class Representative has reasonably requested with respect theretothereto promptly following its receipt of such notice. The Controlling If such written objection has not been received by the applicable Special Servicer or applicable Master Servicer, as applicable, within such 5-Business Day period, then the Subordinate Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoingaction; provided that, if the Master applicable Special Servicer or the Special applicable Master Servicer, as applicable, determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders (as and, with respect to a collective whole) and Master Serviced Loan Combination, the related Companion Loan Holders, the applicable Special Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the applicable Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Subordinate Class Representative’s response; provided that the applicable Special Servicer or applicable Master Servicer, as applicable, has confirmation that the Subordinate Class Representative has received notice of such action in writing. Nothing in this Section 3.32 shall be construed to alter, modify, limit or expand the Trust Advisor’s duties, rights and obligations in this Agreement, including, without limitation, in Sections 3.24, 3.28, 6.03 and 6.05, and the Trust Advisor shall not be required to review the actions of a Special Servicer with respect to such Special Servicer’s Litigation Control unless such review is otherwise related to the performance of the Trust Advisor’s duties, rights and obligations in respect of a Final Asset Status Report and/or Asset Status Report. (c) Notwithstanding anything contained herein to the contrary, contrary with respect to any Material Litigation Control Matter otherwise required to be exercised hereunder by the applicable Master Servicer relating to a non-Specially Serviced Mortgage Loan or Loan Combination that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, but subject to Section 3.32(d), after receiving the required notice from the applicable Master Servicer or Special Servicer set forth above that the such applicable Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Subordinate Class Representative (during any a Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control nevertheless be exercised by the applicable Special Servicer; provided, however, that the Controlling applicable Special Servicer (with the consent of the Subordinate Class Representative or the Special Servicer in accordance with the Servicing Standard, as applicable, (during a Subordinate Control Period)) has determined and advised the applicable Master Servicer (and the applicable Master Servicer has reasonably concurred) that the Master Servicer’s its actions with respect to such obligations are indemnifiable under this AgreementSection 6.03 hereof, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until such date of transfer of Litigation Control to the date applicable Special Servicer) arising from the related legal action or claim underlying such Litigation Control is so transferred and is not otherwise paid to the applicable Master Servicer pursuant to Section 6.03 of this Agreement) Agreement shall be payable by the Trust. Trust Fund. (d) Notwithstanding the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation Control) in their individual capacity, or if any judgment is rendered against the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation Control) in their individual capacity, the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation Control), as the case may be, upon prior written notice to the applicable Master Servicer or the applicable Special Servicer with Litigation Control, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Borrower under the related loan documents or otherwise relating to the servicing of a Mortgage Loan, Loan Combination or Mortgaged Property, neither the applicable Master Servicer nor the applicable Special Servicer shall, without the prior written consent of the Trustee or the Certificate Administrator, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee or the Certificate Administrator, whether in such capacity or individually, (B) engage counsel to represent the Trustee or the Certificate Administrator, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Trustee or the Certificate Administrator to be registered to do business in any state (provided that no Master Servicer or Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator or the Trustee, as applicable, to grant such consent); and (iii) if any court finds that the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation Control) is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan or Loan Combination, the Trustee, the Trust Advisor, the Certificate Administrator, such Master Servicer or such Special Servicer shall each have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim). Subject to the rights of the Subordinate Class Representative under this Section 3.32, nothing in this paragraph shall be interpreted to preclude either the applicable Master Servicer or the applicable Special Servicer, as applicable, from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund. (e) Notwithstanding anything herein to the contrary, no advice, direction or direction, objection of, or consent withheld by, by the Controlling Subordinate Class Representative shall (i) require or cause the applicable Special Servicer or the applicable Master Servicer, as applicable, Servicer to violate the terms any provision of any Mortgage Loan documentDocuments, any related Intercreditor Agreement Agreement, any related intercreditor, co-lender or similar agreement, applicable law law, this Agreement or any provision of this Agreementthe REMIC Provisions, including without limitation, the applicable Master Servicer’s and or the applicable Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents Documents, and to maintain the REMIC status of any REMIC created under this AgreementTrust REMIC, or (ii) result in an Adverse the imposition of a tax on any Trust REMIC Event with respect to under the REMIC Provisions or cause any REMIC created under this Agreement Pool to fail to qualify as a REMIC or an Adverse Grantor Trust Event with respect to cause the Grantor Trust or have adverse to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax consequences for the Trust Fundpurposes, or (iii) expose any party to this AgreementMaster Servicer, any SellerSpecial Servicer, any Underwriter or Initial Purchaserthe Certificate Administrator, any Sub-Servicer or the Depositor, the Trust Advisor, the Trust Fund or the Trustee or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master any Special Servicer’s, the Special any Master Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s responsibilities under this Agreement. In addition, ; and neither the Master applicable Special Servicer nor the Special applicable Master Servicer will shall follow any such advice, direction or objection if given by the Controlling Subordinate Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(ivi) –(iv) of the preceding this sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. (a) The Special Servicer shall, with respect to litigation involving Specially Serviced Mortgage Loans, and the Master ServicerServicer shall, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan)Loans, and and, in either case, if the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans and the enforcement of the obligations of a Mortgagor under the related Specially Serviced Mortgage Loan documents, and in each case where the Master Servicer or the Special Master Servicer, as applicable, contemplates availing itself of indemnification as provided for under Section 6.03 of this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (i) the enforcement of the obligations of a Borrower under the related Mortgage Loan Documents and (ii) any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to the servicing of any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims claim or litigation that falls within the scope of Litigation Control and is of a material nature (a “Material Litigation Control Matter”), the Special Servicer or Master Servicer shall promptly notify the Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) of such claim or litigation. (b) In connection with any Material Litigation Control Matter, the Master Special Servicer or Special the Master Servicer, as applicable, shall promptly notify the Controlling Class Representative (during submit any Subordinate Control Period decision to commence any proceeding or any Collective Consultation Period) and the Special Servicer (similar action in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation, and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Material Litigation Control and the implementation thereof and (ii) Matter or any decision to agree to or propose any terms of settlement, and shall, settlement in a Material Litigation Control Matter to the Subordinate Class Representative (during any a Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During consent (or its deemed approval or deemed consent as provided below) and notice of any Subordinate Control Period and subject such decision to the Servicing Standardrelated Serviced Companion Loan Holder if such matter affects the related Serviced Companion Loan. Subject to Section 3.32(e), if and as applicable, the Master Special Servicer or the Special Master Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified in writing the Controlling Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Controlling Subordinate Class Representative (during a Subordinate Control Period) has not objected in writing within five (5) Business Days of receipt of such notice and receipt of all information that the Controlling Subordinate Class Representative has reasonably requested with respect theretothereto promptly following its receipt of such notice. The Controlling If such written objection has not been received by the Special Servicer or Master Servicer, as applicable, within such 5-Business Day period, then the Subordinate Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoingaction; provided that, if the Master Special Servicer or the Special Master Servicer, as applicable, determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders (as and, with respect to a collective whole) and Master Serviced Loan Combination, the related Companion Loan Holders, the Special Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Subordinate Class Representative’s response; provided that the Special Servicer or Master Servicer, as applicable, has confirmation that the Subordinate Class Representative has received notice of such action in writing. Nothing in this Section 3.32 shall be construed to alter, modify, limit or expand the Trust Advisor’s duties, rights and obligations in this Agreement, including, without limitation, in Sections 3.24, 3.28, 6.03 and 6.05, and the Trust Advisor shall not be required to review the actions of the Special Servicer with respect to the Special Servicer’s Litigation Control unless such review is otherwise related to the performance of the Trust Advisor’s duties, rights and obligations in respect of a Final Asset Status Report and/or Asset Status Report. (c) Notwithstanding anything contained herein to the contrary, with respect to any Material Litigation Control Matter otherwise required to be exercised hereunder by the Master Servicer relating to a non-Specially Serviced Mortgage Loan or Loan Combination that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, but subject to Section 3.32(d), after receiving the required notice from the Master Servicer or Special Servicer set forth above that the Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Subordinate Class Representative (during any a Subordinate Control Period) or may direct the Master Servicer and the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control nevertheless be exercised by the Special Servicer; provided, however, that the Controlling Class Representative or the Special Servicer in accordance (with the Servicing Standard, as applicable, consent of the Subordinate Class Representative (during a Subordinate Control Period)) has determined and advised the Master Servicer that (and the Master Servicer’s Servicer has reasonably concurred) that its actions with respect to such obligations are indemnifiable under this AgreementSection 6.03 hereof, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until such date of transfer of Litigation Control to the date Special Servicer) arising from the related legal action or claim underlying such Litigation Control is so transferred and is not otherwise paid to the Master Servicer pursuant to Section 6.03 of this Agreement) Agreement shall be payable by the Trust. Trust Fund; provided, further, so as long as the Trust Fund and any applicable Other Trustee are fully indemnified and/or made whole with respect to the related legal action or claim underlying such Litigation Control from recoveries with respect to such legal action or claim, the Majority Subordinate Certificateholder shall be reimbursed up to the amount of compensation paid to the Special Servicer for assuming and handling such Litigation Control but only to the extent that such recoveries exceed the amount necessary to fully indemnify and make the Trust Fund whole. (d) Notwithstanding the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control) in their individual capacity, or if any judgment is rendered against the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control) in their individual capacity, the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control), as the case may be, upon prior written notice to the Master Servicer or the Special Servicer, as applicable (i.e., whichever has Litigation Control), may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Borrower under the related loan documents or otherwise relating to the servicing of a Mortgage Loan, Loan Combination or Mortgaged Property, neither the Master Servicer nor the Special Servicer, as applicable, shall, without the prior written consent of the Trustee or the Certificate Administrator, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee or the Certificate Administrator, whether in such capacity or individually, (B) engage counsel to represent the Trustee or the Certificate Administrator, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Trustee or the Certificate Administrator to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator or the Trustee, as applicable, to grant such consent); and (iii) if any court finds that the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control) is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan or Loan Combination, the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer or the Special Servicer shall each have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim). Subject to the rights of the Subordinate Class Representative under this Section 3.32, nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer, as applicable, from initiating any Litigation Control-related action, suit, litigation or proceeding in its name as a representative of the Trust Fund. (e) Notwithstanding anything herein to the contrary, no advice, direction or direction, objection of, or consent given or withheld by, by the Controlling Subordinate Class Representative shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, Servicer to violate the terms any provision of any Mortgage Loan documentDocuments, any related Intercreditor Agreement Agreement, any related intercreditor, co-lender or similar agreement, applicable law law, this Agreement or any provision of this Agreementthe REMIC Provisions, including without limitation, the Master Servicer’s and or the Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents Documents, and to maintain the REMIC status of any REMIC created under this AgreementTrust REMIC, or (ii) result in an Adverse the imposition of a tax on any Trust REMIC Event with respect to under the REMIC Provisions or cause any REMIC created under this Agreement Pool to fail to qualify as a REMIC or an Adverse Grantor Trust Event with respect to cause the Grantor Trust or have adverse to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax consequences for the Trust Fundpurposes, or (iii) expose any party to this Agreementthe Master Servicer, any Sellerthe Special Servicer, any Underwriter or Initial Purchaserthe Certificate Administrator, any Sub-Servicer or the Depositor, the Trust Advisor, the Trust Fund or the Trustee or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master Special Servicer’s, the Special Master Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s responsibilities under this Agreement. In addition, ; and neither the Special Servicer nor the Master Servicer nor the Special Servicer will shall follow any such advice, direction or objection if given by the Controlling Subordinate Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding this sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans and the enforcement of the obligations of a Mortgagor under the related Specially Serviced Mortgage Loan documents, and in each case where the Master Servicer or the Special Servicer, as applicable, contemplates availing itself of indemnification as provided for under this Agreement, shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, with respect to any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims or litigation, the Master Servicer or Special Servicer, as applicable, shall promptly notify the Controlling Class Representative (during any Subordinate Control Period or any Collective Consultation Period) and the Special Servicer (in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation. In addition, and each of the Master Servicer and the Special Servicer, as applicable, Servicer shall prepare and submit a notice of such claims or litigation quarterly status report to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider who shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer , the Controlling Class Representative (with respect to Specially Serviced Mortgage Loansduring any Subordinate Control Period or any Collective Consultation Period) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans)in the case of the Special Servicer) or the Special Servicer (in the case of the Master Servicer) regarding any matter over which it exercises Litigation Control for which there has been any material action or change during the preceding quarter. The Special Servicer and the Master Servicer, as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Litigation Control and the implementation thereof and (ii) any decision to agree to or propose any terms of settlement, and shall, during any Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During any Subordinate Control Period and subject to the Servicing Standard, the Master Servicer or the Special Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to the Controlling Class Representative and the Controlling Class Representative has not objected in writing within five (5) Business Days of receipt of such notice and all information that the Controlling Class Representative has reasonably requested with respect thereto. The Controlling Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoing, if the Master Servicer or the Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) and Master Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Class Representative’s response. Notwithstanding anything contained herein to the contrary, with respect to any Litigation Control relating to a non-Specially Serviced Mortgage Loan that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, after receiving the required notice from the Master Servicer or Special Servicer set forth above that the Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Class Representative (during any Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control be exercised by the Special Servicer; provided, that the Controlling Class Representative or the Special Servicer in accordance with the Servicing Standard, as applicable, has determined and advised the Master Servicer that the Master Servicer’s actions with respect to such obligations are indemnifiable under this Agreement, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until the date such Litigation Control is so transferred and is not otherwise paid to the Master Servicer pursuant to this Agreement) shall be payable by the Trust. Notwithstanding the foregoing, no advice, direction or objection of, or consent withheld by, the Controlling Class Representative shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan document, any Intercreditor Agreement or similar agreement, applicable law or any provision of this Agreement, including the Master Servicer’s and Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents and to maintain the REMIC status of any REMIC created under this Agreement, or (ii) result in an Adverse REMIC Event with respect to any REMIC created under this Agreement or an Adverse Grantor Trust Event with respect to the Grantor Trust or have adverse tax consequences for the Trust Fund, or (iii) expose any party to this Agreement, any Seller, any Underwriter or Initial Purchaser, any Sub-Servicer or the Trust Fund or any of their respective Affiliates, officers, directors, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s responsibilities under this Agreement. In addition, neither the Master Servicer nor the Special Servicer will follow any such advice, direction or objection if given by the Controlling Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. (a) The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the applicable Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans that it is servicing, and the enforcement of the obligations of a Mortgagor under the related applicable Master Servicer with respect to litigation involving non-Specially Serviced Mortgage Loan documentsLoans that it is servicing, and and, in each case where the Master either case, if such Special Servicer or the Special such Master Servicer, as applicable, contemplates availing itself of indemnification as provided for under Section 6.03 of this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (i) the enforcement of the obligations of a Borrower under the related Mortgage Loan Documents and (ii) any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to the servicing of any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims claim or litigation that falls within the scope of Litigation Control and is of a material nature (a “Material Litigation Control Matter”), the applicable Special Servicer or Master Servicer shall promptly notify the Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) of such claim or litigation. (b) In connection with any Material Litigation Control Matter, the Master applicable Special Servicer or Special the applicable Master Servicer, as applicable, shall promptly notify the Controlling Class Representative (during submit any Subordinate Control Period decision to commence any proceeding or any Collective Consultation Period) and the Special Servicer (similar action in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation, and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Material Litigation Control and the implementation thereof and (ii) Matter or any decision to agree to or propose any terms of settlement, and shall, settlement in a Material Litigation Control Matter to the Subordinate Class Representative (during any a Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During consent (or its deemed approval or deemed consent as provided below) and notice of any Subordinate Control Period and subject such decision to the Servicing Standardrelated Pari Passu Companion Loan holder if such matter affects the related Pari Passu Companion Loan. Subject to Section 3.32(e), if and as applicable, the Master applicable Special Servicer or the Special applicable Master Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified in writing the Controlling Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Controlling Subordinate Class Representative (during a Subordinate Control Period) has not objected in writing within five (5) Business Days of receipt of such notice and receipt of all information that the Controlling Subordinate Class Representative has reasonably requested with respect theretothereto promptly following its receipt of such notice. The Controlling If such written objection has not been received by the applicable Special Servicer or applicable Master Servicer, as applicable, within such 5-Business Day period, then the Subordinate Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoingaction; provided that, if the Master applicable Special Servicer or the Special applicable Master Servicer, as applicable, determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders (as and, with respect to a collective whole) and Master Serviced Loan Combination, the related Companion Loan Holders, the applicable Special Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the applicable Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Subordinate Class Representative’s response; provided that the applicable Special Servicer or applicable Master Servicer, as applicable, has confirmation that the Subordinate Class Representative has received notice of such action in writing. Nothing in this Section 3.32 shall be construed to alter, modify, limit or expand the Trust Advisor’s duties, rights and obligations in this Agreement, including, without limitation, in Sections 3.24, 3.28, 6.03 and 6.05, and the Trust Advisor shall not be required to review the actions of a Special Servicer with respect to such Special Servicer’s Litigation Control unless such review is otherwise related to the performance of the Trust Advisor’s duties, rights and obligations in respect of a Final Asset Status Report and/or Asset Status Report. (c) Notwithstanding anything contained herein to the contrary, with respect to any Material Litigation Control Matter otherwise required to be exercised hereunder by the applicable Master Servicer relating to a non-Specially Serviced Mortgage Loan or Loan Combination that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, but subject to Section 3.32(d), after receiving the required notice from the applicable Master Servicer or Special Servicer set forth above that the such applicable Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Subordinate Class Representative (during any a Subordinate Control Period) or may direct the applicable Master Servicer and the applicable Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control nevertheless be exercised by the applicable Special Servicer; provided, however, that the Controlling applicable Special Servicer (with the consent of the Subordinate Class Representative or the Special Servicer in accordance with the Servicing Standard, as applicable, (during a Subordinate Control Period)) has determined and advised the applicable Master Servicer (and the applicable Master Servicer has reasonably concurred) that the Master Servicer’s its actions with respect to such obligations are indemnifiable under this AgreementSection 6.03 hereof, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until such date of transfer of Litigation Control to the date applicable Special Servicer) arising from the related legal action or claim underlying such Litigation Control is so transferred and is not otherwise paid to the applicable Master Servicer pursuant to Section 6.03 of this Agreement) Agreement shall be payable by the Trust. Trust Fund; provided, further, so as long as the Trust Fund and any applicable Other Trustee are fully indemnified and/or made whole with respect to the related legal action or claim underlying such Litigation Control from recoveries with respect to such legal action or claim, the Majority Subordinate Certificateholder shall be reimbursed up to the amount of compensation paid to the Special Servicer for assuming and handling such Litigation Control but only to the extent that such recoveries exceed the amount necessary to fully indemnify and make the Trust Fund whole. (d) Notwithstanding the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation Control) in their individual capacity, or if any judgment is rendered against the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation Control) in their individual capacity, the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation Control), as the case may be, upon prior written notice to the applicable Master Servicer or the applicable Special Servicer with Litigation Control, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Borrower under the related loan documents or otherwise relating to the servicing of a Mortgage Loan, Loan Combination or Mortgaged Property, neither the applicable Master Servicer nor the applicable Special Servicer, as applicable, shall, without the prior written consent of the Trustee or the Certificate Administrator, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee or the Certificate Administrator, whether in such capacity or individually, (B) engage counsel to represent the Trustee or the Certificate Administrator, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Trustee or the Certificate Administrator to be registered to do business in any state (provided that no Master Servicer or Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator or the Trustee, as applicable, to grant such consent); and (iii) if any court finds that the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation Control) is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan or Loan Combination, the Trustee, the Trust Advisor, the Certificate Administrator, such Master Servicer or such Special Servicer shall each have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim). Subject to the rights of the Subordinate Class Representative under this Section 3.32, nothing in this paragraph shall be interpreted to preclude either the applicable Master Servicer or the applicable Special Servicer, as applicable, from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund. (e) Notwithstanding anything herein to the contrary, no advice, direction or direction, objection of, or consent given or withheld by, by the Controlling Subordinate Class Representative shall (i) require or cause the applicable Special Servicer or the applicable Master Servicer, as applicable, Servicer to violate the terms any provision of any Mortgage Loan documentDocuments, any related Intercreditor Agreement Agreement, any related intercreditor, co-lender or similar agreement, applicable law law, this Agreement or any provision of this Agreementthe REMIC Provisions, including without limitation, the applicable Master Servicer’s and or the applicable Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents Documents, and to maintain the REMIC status of any REMIC created under this AgreementTrust REMIC, or (ii) result in an Adverse the imposition of a tax on any Trust REMIC Event with respect to under the REMIC Provisions or cause any REMIC created under this Agreement Pool to fail to qualify as a REMIC or an Adverse Grantor Trust Event with respect to cause the Grantor Trust or have adverse to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax consequences for the Trust Fundpurposes, or (iii) expose any party to this AgreementMaster Servicer, any SellerSpecial Servicer, any Underwriter or Initial Purchaserthe Certificate Administrator, any Sub-Servicer or the Depositor, the Trust Advisor, the Trust Fund or the Trustee or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master any Special Servicer’s, the Special any Master Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s responsibilities under this Agreement. In addition, ; and neither the Master applicable Special Servicer nor the Special applicable Master Servicer will shall follow any such advice, direction or objection if given by the Controlling Subordinate Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(ivi) – (iv) of the preceding this sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan)Loans, and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans and the enforcement of the obligations of a Mortgagor under the related Specially Serviced Mortgage Loan documents, and in each case where the Master Servicer or the Special Servicer, as applicable, contemplates availing itself of indemnification as provided for under this Agreement, shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, with respect to any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims or litigation, the Master Servicer or Special Servicer, as applicable, shall promptly notify the Controlling Class Representative (during any Subordinate Control Period or any Collective Consultation Period) and the Special Servicer (in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation. In addition, and each of the Master Servicer and the Special Servicer, as applicable, Servicer shall prepare and submit a notice of such claims or litigation quarterly status report to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider who shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer , the Controlling Class Representative (with respect to Specially Serviced Mortgage Loansduring any Subordinate Control Period or any Collective Consultation Period) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans)in the case of the Special Servicer) or the Special Servicer (in the case of the Master Servicer) regarding any matter over which it exercises Litigation Control for which there has been any material action or change during the preceding quarter. The Special Servicer and the Master Servicer, as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Litigation Control and the implementation thereof and (ii) any decision to agree to or propose any terms of settlement, and shall, during any Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During any Subordinate Control Period and subject to the Servicing Standard, the Master Servicer or the Special Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to the Controlling Class Representative and the Controlling Class Representative has not objected in writing within five (5) Business Days of receipt of such notice and all information that the Controlling Class Representative has reasonably requested with respect thereto. The Controlling Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoing, if the Master Servicer or the Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) and Master Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Class Representative’s response. Notwithstanding anything contained herein to the contrary, with respect to any Litigation Control relating to a non-Specially Serviced Mortgage Loan that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, after receiving the required notice from the Master Servicer or Special Servicer set forth above that the Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Class Representative (during any Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control be exercised by the Special Servicer; provided, that the Controlling Class Representative or the Special Servicer in accordance with the Servicing Standard, as applicable, has determined and advised the Master Servicer that the Master Servicer’s actions with respect to such obligations are indemnifiable under this Agreement, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until the date such Litigation Control is so transferred and is not otherwise paid to the Master Servicer pursuant to this Agreement) shall be payable by the Trust. Notwithstanding the foregoing, no advice, direction or objection of, or consent withheld by, the Controlling Class Representative shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan document, any Intercreditor Agreement or similar agreement, applicable law or any provision of this Agreement, including the Master Servicer’s and Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents and to maintain the REMIC status of any REMIC created under this Agreement, or (ii) result in an Adverse REMIC Event with respect to any REMIC created under this Agreement or an Adverse Grantor Trust Event with respect to the any Grantor Trust or have adverse tax consequences for the Trust Fund, or (iii) expose any party to this Agreement, any Seller, any Underwriter or Initial Purchaser, any Sub-Servicer or the Trust Fund or any of their respective Affiliates, officers, directors, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust AdvisorTrustee’s responsibilities under this Agreement. In addition, neither the Master Servicer nor the Special Servicer will follow any such advice, direction or objection if given by the Controlling Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Certificate Administrator, the Trustee or the Custodian, as applicable, or the Trust Fund.

Litigation Control. (a) The Special Servicer shall, with respect to litigation involving Specially Serviced Mortgage Loans, and the Master ServicerServicer shall, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan)Loans, and and, in either case, if the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans and the enforcement of the obligations of a Mortgagor under the related Specially Serviced Mortgage Loan documents, and in each case where the Master Servicer or the Special Master Servicer, as applicable, contemplates availing itself of indemnification as provided for under Section 6.03 of this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (i) the enforcement of the obligations of a Borrower under the related Mortgage Loan Documents and (ii) any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to the servicing of any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims claim or litigation that falls within the scope of Litigation Control and is of a material nature (a “Material Litigation Control Matter”), the Special Servicer or Master Servicer shall promptly notify the Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period and other than with respect to any Excluded Loan) and the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) of such claim or litigation. (b) In connection with any Material Litigation Control Matter, the Master Special Servicer or Special the Master Servicer, as applicable, shall promptly notify the Controlling Class Representative (during submit any Subordinate Control Period decision to commence any proceeding or any Collective Consultation Period) and the Special Servicer (similar action in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation, and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Material Litigation Control and the implementation thereof and (ii) Matter or any decision to agree to or propose any terms of settlement, and shall, settlement in a Material Litigation Control Matter to the Subordinate Class Representative (during any a Subordinate Control Period, submit (in written formPeriod and other than with respect to any Excluded Loan) any such development or decision to the Controlling Class Representative for its approval or consent. During consent (or its deemed approval or deemed consent as provided below) and provide notice of any Subordinate Control Period and subject such decision to the Servicing Standardrelated Serviced Companion Loan Holder if such matter affects the related Serviced Companion Loan. Subject to Section 3.32(e), if and as applicable, the Master Special Servicer or the Special Master Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice notified in writing (other than with respect to any Excluded Loan) the Controlling Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Controlling Subordinate Class Representative (during a Subordinate Control Period) has not objected in writing within five (5) Business Days of receipt of such notice and receipt of all information that the Controlling Subordinate Class Representative has reasonably requested with respect theretothereto promptly following its receipt of such notice. The Controlling If such written objection has not been received by the Special Servicer or Master Servicer, as applicable, within such 5-Business Day period, then the Subordinate Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoingaction; provided that, if the Master Special Servicer or the Special Master Servicer, as applicable, determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders (as and, with respect to a collective whole) and Master Serviced Loan Combination, the related Companion Loan Holders, the Special Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Subordinate Class Representative’s response; provided that the Special Servicer or Master Servicer, as applicable, has confirmation that the Subordinate Class Representative has received notice of such action in writing. Nothing in this Section 3.32 shall be construed to alter, modify, limit or expand the Trust Advisor’s duties, rights and obligations in this Agreement, including, without limitation, in Sections 3.24, 3.28, 6.03 and 6.05, and the Trust Advisor shall not be required to review the actions of the Special Servicer with respect to the Special Servicer’s Litigation Control unless such review is otherwise related to the performance of the Trust Advisor’s duties, rights and obligations in respect of a Final Asset Status Report and/or Asset Status Report. (c) Notwithstanding anything contained herein to the contrary, with respect to any Material Litigation Control Matter otherwise required to be exercised hereunder by the Master Servicer relating to a non-Specially Serviced Mortgage Loan or Loan Combination (in each case, other than with respect to any Excluded Loan) that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, but subject to Section 3.32(d), after receiving the required notice from the Master Servicer or Special Servicer set forth above that the Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Subordinate Class Representative (during any a Subordinate Control Period) or may direct the Master Servicer and the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control nevertheless be exercised by the Special Servicer; provided, however, that the Controlling Class Representative or the Special Servicer in accordance (with the Servicing Standard, as applicable, consent of the Subordinate Class Representative (during a Subordinate Control Period)) has determined and advised the Master Servicer that (and the Master Servicer’s Servicer has reasonably concurred) that its actions with respect to such obligations are indemnifiable under this AgreementSection 6.03 hereof, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until such date of transfer of Litigation Control to the date Special Servicer) arising from the related legal action or claim underlying such Litigation Control is so transferred and is not otherwise paid to the Master Servicer pursuant to Section 6.03 of this Agreement) Agreement shall be payable by the Trust. Trust Fund; provided, further, so as long as the Trust Fund and any applicable Other Trustee are fully indemnified and/or made whole with respect to the related legal action or claim underlying such Litigation Control from recoveries with respect to such legal action or claim, the Majority Subordinate Certificateholder shall be reimbursed up to the amount of compensation paid to the Special Servicer for assuming and handling such Litigation Control but only to the extent that such recoveries exceed the amount necessary to fully indemnify and make the Trust Fund whole. (d) Notwithstanding the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control) in their individual capacity, or if any judgment is rendered against the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control) in their individual capacity, the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control), as the case may be, upon prior written notice to the Master Servicer or the Special Servicer, as applicable (i.e., whichever has Litigation Control), may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Borrower under the related loan documents or otherwise relating to the servicing of a Mortgage Loan, Loan Combination or Mortgaged Property, neither the Master Servicer nor the Special Servicer, as applicable, shall, without the prior written consent of the Trustee or the Certificate Administrator, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee or the Certificate Administrator, whether in such capacity or individually, (B) engage counsel to represent the Trustee or the Certificate Administrator, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Trustee or the Certificate Administrator to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator or the Trustee, as applicable, to grant such consent); and (iii) if any court finds that the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control) is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan or Loan Combination, the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer or the Special Servicer shall each have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim). Subject to the rights of the Subordinate Class Representative under this Section 3.32, nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer, as applicable, from initiating any Litigation Control-related action, suit, litigation or proceeding in its name as a representative of the Trust Fund. (e) Notwithstanding anything herein to the contrary, no advice, direction or direction, objection of, or consent given or withheld by, by the Controlling Subordinate Class Representative shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, Servicer to violate the terms any provision of any Mortgage Loan documentDocuments, any related Intercreditor Agreement Agreement, any related intercreditor, co-lender or similar agreement, applicable law law, this Agreement or any provision of this Agreementthe REMIC Provisions, including without limitation, the Master Servicer’s and or the Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents Documents, and to maintain the REMIC status of any REMIC created under this AgreementTrust REMIC, or (ii) result in an Adverse the imposition of a tax on any Trust REMIC Event with respect to under the REMIC Provisions or cause any REMIC created under this Agreement Pool to fail to qualify as a REMIC or an Adverse Grantor Trust Event with respect to cause the Grantor Trust or have adverse to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax consequences for the Trust Fundpurposes, or (iii) expose any party to this Agreementthe Master Servicer, any Sellerthe Special Servicer, any Underwriter or Initial Purchaserthe Certificate Administrator, any Sub-Servicer or the Depositor, the Trust Advisor, the Trust Fund or the Trustee or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master Special Servicer’s, the Special Master Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s responsibilities under this Agreement. In addition, ; and neither the Special Servicer nor the Master Servicer nor the Special Servicer will shall follow any such advice, direction or objection if given by the Controlling Subordinate Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding this sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. The Special Servicer, with respect to Specially Serviced Mortgage Loans, and the Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan)Loans, and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans and the enforcement of the obligations of a Mortgagor under the related Specially Serviced Mortgage Loan documents, and in each case where the Master Servicer or the Special Servicer, as applicable, applicable servicer contemplates availing itself of indemnification as provided for under Section 6.03 of this Agreement, such servicer shall, for the benefit of the Certificateholders, have the right to direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (a) the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents and (b) any action brought by the a Mortgagor against the Trust or Trust, the Trustee, the Master Servicer or the Special Servicer, as applicable, Servicer with respect to any such Mortgage Loan (the foregoing rights and obligations, “"Litigation Control”"). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims claim or litigationlitigation that falls within the scope of Litigation Control, the Master Servicer or Special Servicer, as applicable, shall promptly immediately notify the Controlling Class Representative (during any Subordinate Control Period of such claim or any Collective Consultation Period) and the Special Servicer (in the case of the Master Servicer) and litigation. In addition, the Master Servicer (in the case of the Special Servicer) of such claims or litigation, and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation monthly status report regarding any Litigation Control matter to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Litigation Control and the implementation thereof and (ii) any decision to agree to or propose any terms of settlement, and shall, during any Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During any Subordinate Control Period and subject to the Servicing Standard, the Master Servicer or the Special Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to the Controlling Class Representative and the Controlling Class Representative has not objected in writing within five (5) Business Days of receipt of such notice and all information that the Controlling Class Representative has reasonably requested with respect thereto. The Controlling Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business Day periodRepresentative. Notwithstanding the foregoing, if the Master Servicer or the Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) and Master Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Class Representative’s response. Notwithstanding anything contained herein to the contrary, with respect to any Litigation Control relating to a non-Specially Serviced Mortgage Loan that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, after receiving the required notice from the Master Servicer or Special Servicer set forth above that the Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Class Representative (during any Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control be exercised by the Special Servicer; provided, that the Controlling Class Representative or the Special Servicer in accordance with the Servicing Standard, as applicable, has determined and advised the Master Servicer that the Master Servicer’s actions with respect to such obligations are indemnifiable under this Agreement, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until the date such Litigation Control is so transferred and is not otherwise paid to the Master Servicer pursuant to this Agreement) shall be payable by the Trust. Notwithstanding the foregoing, no advice, direction or objection of, or consent withheld by, the Controlling Class Representative shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan document, any Intercreditor Agreement or similar agreement, applicable law or any provision of this Agreement, including the Master Servicer’s and Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents and to maintain the REMIC status of any REMIC created under this Agreement, or (ii) result in an Adverse REMIC Event with respect to any REMIC created under this Agreement or an Adverse Grantor Trust Event with respect to the Grantor Trust or have adverse tax consequences for the Trust Fund, or (iii) expose any party to this Agreement, any Seller, any Underwriter or Initial Purchaser, any Sub-Servicer or the Trust Fund or any of their respective Affiliates, officers, directors, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s responsibilities under this Agreement. In addition, neither the Master Servicer nor the Special Servicer will follow any such advice, direction or objection if given by the Controlling Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if event that any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if in the event that any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); , (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor Mortgagor under the related Mortgage Loan documents, documents or otherwise directly relating to one or more a Mortgage Loans Loan or Mortgaged PropertiesProperty, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administratorstate, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if in the event that any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually interest (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing Notwithstanding the foregoing, each of the Special Servicer and the Master Servicer, as applicable, shall consult with and keep the Controlling Class Representative advised of any material development, including, without limitation, (i) any material decision concerning Litigation Control and the implementation thereof and (ii) any decision to agree to or propose any terms of settlement, and shall submit any such development or decision to the Controlling Class Representative for its approval or consent. Subject to the last paragraph of this Section 3.33 the Special Servicer or Master Servicer, as applicable, shall not take any action implementing any such material development or decision described in this paragraph the preceding sentence unless and until it has notified the Controlling Class Representative in writing and the Controlling Class Representative has not objected in writing within five (5) Business Days of having been notified thereof and having been provided with all information that the Controlling Class Representative has reasonably requested with respect thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has not been received by the Special Servicer or Master Servicer, as applicable, within such 5-Business Day period, then the Controlling Class Representative shall be interpreted deemed to preclude either have approved the taking of such action); provided, that, in the event that the Special Servicer or Master Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders and, in the case of a Loan Pair, the related holder of the Companion Loan, the Special Servicer or Master Servicer, as applicable, may take such action without waiting for the Controlling Class Representative's response; provided that the Special Servicer or Master Servicer, as applicable, has confirmation that the Controlling Class Representative received notice of such action in writing. Notwithstanding anything contained herein to the contrary, with respect to any Litigation Control otherwise required to be exercised hereunder by the Master Servicer relating to a non-Specially Serviced Mortgage Loan that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, after receiving the required notice from the Master Servicer set forth above acknowledging that it became aware of or was named in the subject claim or litigation, the Controlling Class Representative may direct in writing that such Litigation Control nevertheless be exercised by the Special Servicer, provided, however, that the Controlling Class Representative has determined and advised the Master Servicer that its actions with respect to such obligations are indemnifiable under Section 6.03 hereof, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until such date of transfer of Litigation Control to the Special Servicer) arising from the related legal action or claim underlying such Litigation Control and not otherwise paid to the Master Servicer pursuant to Section 6.03 shall be payable by the Trust. Notwithstanding the foregoing, no advice, direction or objection given or made, or consent withheld, by the Controlling Class Representative shall (i) require or cause the Special Servicer from initiating or the Master Servicer, as applicable, to violate any Litigation Control applicable law, the terms of any Mortgage Loan or any related actionintercreditor, co-lender or similar agreement, any provision of this Agreement, including the Special Servicer's or the Master Servicer's obligation to act in accordance with the Servicing Standard or the Mortgage Loan documents for any Mortgage Loan, (ii) result in an Adverse REMIC Event with respect to either the Upper-Tier REMIC or the Lower-Tier REMIC or result in an Adverse Grantor Trust Event or have adverse tax consequences for the Trust Fund, (iii) expose any of the Mortgage Loan Sellers, the Depositor, the Master Servicer, the Special Servicer, the Trust Fund, the Trustee, any holder of a Companion Loan, or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, litigation or proceeding in its name as liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a representative criminal offense, or (iv) materially expand the scope of the Trust Fund.Special Servicer's or Master Servicer's, as applicable, responsibilities under this Agreement, and neither the Special Servicer nor the Master Servicer shall follow any such advice, direction, or objection if given by the Controlling Class Representative or initiate any such actions. [End of Article III]

Litigation Control. (a) The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans that it is servicing, and the enforcement of the obligations of a Mortgagor under the related Master Servicer with respect to litigation involving non-Specially Serviced Mortgage Loan documentsLoans that it is servicing, and and, in each case where either case, if the Master Special Servicer or the Special Master Servicer, as applicable, contemplates availing itself of indemnification as provided for under Section 6.03 of this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (i) the enforcement of the obligations of a Borrower under the related Mortgage Loan Documents and (ii) any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to the servicing of any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims claim or litigationlitigation that falls within the scope of Litigation Control and is of a material nature, taking into account the subject matter of and expected costs associated with such claim or litigation (a “Material Litigation Control Matter”), the Master Special Servicer or Special the Master Servicer, as applicable, shall promptly notify the Controlling Subordinate Class Representative (during any a Subordinate Control Period or any Collective Consultation Period) and the Special Servicer Trust Advisor (in the case of the Master Servicer) during any Collective Consultation Period and the Master Servicer (in the case of the Special Servicerany Senior Consultation Period) of such claims claim or litigation. (b) In connection with any Material Litigation Control Matter, and the Special Servicer or the Master Servicer and the Special Servicer, as applicable, shall prepare and submit any decision to commence any proceeding or similar action in a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Material Litigation Control and the implementation thereof and (ii) Matter or any decision to agree to or propose any terms of settlement, and shall, during any Subordinate settlement in a Material Litigation Control Period, submit (in written form) any such development or decision Matter to the Controlling Subordinate Class Representative for its approval or consent. During any consent (during a Subordinate Control Period Period) or for consultation on a non-binding basis (during a Collective Consultation Period) and subject notice of any such decision to the Servicing Standardrelated Pari Passu Companion Loan holder if such matter affects the related Pari Passu Companion Loan. Subject to Section 3.32(e), if and as applicable, the Master Special Servicer or the Special Master Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified in writing the Controlling Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Controlling Subordinate Class Representative (during a Subordinate Control Period) has not objected in writing within five (5) Business Days of receipt of such notice having been notified thereof and having been provided with all information that the Controlling Subordinate Class Representative has reasonably requested with respect thereto. The Controlling thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has not been received by the Special Servicer or the Master Servicer, as applicable, within such 5-Business Day period, then the Subordinate Class Representative shall be deemed to have approved the taking of such action action); provided that, if such written objection has not been received by the Master Special Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoing, if the Master Servicer or the Special Servicer, as applicable, determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders (as and, with respect to a collective whole) and Master Serviced Loan Combination, the related Companion Loan Holders, the Special Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Subordinate Class Representative’s response; provided that the Special Servicer or the Master Servicer, as applicable, has confirmation that the Subordinate Class Representative has received notice of such action in writing. Notwithstanding anything contained herein Nothing in this Section 3.32 shall be construed to alter, modify, limit or expand the contraryTrust Advisor’s duties, rights and obligations in this Agreement, including, without limitation, in Sections 3.24, 3.28, 6.03 and 6.05, and the Trust Advisor shall not be required to review the actions of the Special Servicer with respect to any the Special Servicer’s Litigation Control relating unless such review is otherwise related to the performance of the Trust Advisor’s duties, rights and obligations in respect of a non-Specially Serviced Mortgage Loan that has either Final Asset Status Report and/or Asset Status Report. (c) Notwithstanding the foregoing, (i) been satisfied if any action, suit, litigation or paid proceeding names the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control), the Special Servicer (if such party does not have Litigation Control) or the Subordinate Class Representative in fulltheir individual capacity, or if any judgment is rendered against the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (iiif such party does not have Litigation Control), the Special Servicer (if such party does not have Litigation Control) or the Subordinate Class Representative in their individual capacity, the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control), the Special Servicer (if such party does not have Litigation Control) or the Subordinate Class Representative, as the case may be, upon prior written notice to which a Final Recovery Determination has been made, after receiving the required notice from the Master Servicer or the Special Servicer set forth above that with Litigation Control, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Borrower under the related loan documents or otherwise relating to the Servicing of a Mortgage Loan, Loan Combination or Mortgaged Property, neither the Master Servicer or nor the Special Servicer, as applicable, became aware shall, without the prior written consent of the Trustee or was named the Certificate Administrator, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee or the Certificate Administrator, whether in such capacity or individually, (B) engage counsel to represent the Trustee or the Certificate Administrator, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Trustee or the Certificate Administrator to be registered to do business in any state (provided that no Master Servicer or Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator or the Trustee, as applicable, to grant such claims or litigationconsent); and (iii) if any court finds that the Trustee, the Controlling Class Representative Trust Advisor, the Certificate Administrator, the Master Servicer (during any Subordinate Control Period) or if such party does not have Litigation Control), the Special Servicer (during if such party does not have Litigation Control) or the Subordinate Class Representative is a necessary party in respect of any Collective Consultation Period action, suit, litigation or Senior Consultation Periodproceeding relating to or arising from this Agreement or any Mortgage Loan or Loan Combination, the Trustee, the Trust Advisor, the Certificate Administrator, such Master Servicer, such Special Servicer or the Subordinate Class Representative (at the Subordinate Class Representative’s own expense) may direct shall each have the right to retain counsel and appear in writing that any such Litigation Control proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim). Subject to the rights of the Subordinate Class Representative under this Section 3.32, nothing in this paragraph shall be exercised by interpreted to preclude either the Master Servicer or the Special Servicer; provided, that the Controlling Class Representative or the Special Servicer in accordance with the Servicing Standard, as applicable, has determined and advised the Master Servicer that the Master Servicer’s actions with respect to such obligations are indemnifiable under this Agreement, and accordingly, from initiating any loss, liability or expense (including legal fees and expenses incurred up until the date such Litigation Control is so transferred and is not otherwise paid related action, suit, litigation or proceeding in its name as a representative of the Trust Fund. (d) Notwithstanding anything herein to the Master Servicer pursuant to this Agreement) shall be payable by the Trust. Notwithstanding the foregoingcontrary, no advice, direction or direction, objection of, or consent withheld by, by the Controlling Subordinate Class Representative shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, Servicer to violate the terms any provision of any Mortgage Loan documentDocuments, any related Intercreditor Agreement Agreement, any related intercreditor, co-lender or similar agreement, applicable law law, this Agreement or any provision of this Agreementthe REMIC Provisions, including without limitation, the Master Servicer’s and or Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents Documents, and to maintain the REMIC status of any REMIC created under this AgreementTrust REMIC, or (ii) result in an Adverse the imposition of a tax on any Trust REMIC Event with respect under the REMIC Provisions or cause any Trust REMIC to any fail to qualify as a REMIC created under this Agreement or an Adverse Grantor Trust Event with respect to cause the Grantor Trust or have adverse to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax consequences for the Trust Fundpurposes, or (iii) expose any party to this Agreementthe Master Servicer, any Sellerthe Special Servicer, any Underwriter or Initial Purchaserthe Certificate Administrator, any Sub-Servicer or the Depositor, the Trust Advisor, the Trust Fund or the Trustee or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master Special Servicer’s, the Special Master Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s responsibilities under this Agreement. In addition, neither the ; and no Special Servicer or Master Servicer nor the Special Servicer will shall follow any such advice, direction or objection if given by the Controlling Subordinate Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding this sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans and the enforcement of the obligations of a Mortgagor under the related Specially Serviced Mortgage Loan documents, and in each case where the Master Servicer or the Special Servicer, as applicable, contemplates availing itself of indemnification as provided for under this Agreement, shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, with respect to any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims or litigation, the Master Servicer or Special Servicer, as applicable, shall promptly notify the Controlling Class Representative (during any Subordinate Control Period or any Collective Consultation Period) and the Special Servicer (in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation, and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Litigation Control and the implementation thereof and (ii) any decision to agree to or propose any terms of settlement, and shall, during any Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During any Subordinate Control Period and subject to the Servicing Standard, the Master Servicer or the Special Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to the Controlling Class Representative and the Controlling Class Representative has not objected in writing within five (5) Business Days of receipt of such notice and all information that the Controlling Class Representative has reasonably requested with respect thereto. The Controlling Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoing, if the Master Servicer or the Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) and Master Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Class Representative’s response. Notwithstanding anything contained herein to the contrary, with respect to any Litigation Control relating to a non-Specially Serviced Mortgage Loan that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, after receiving the required notice from the Master Servicer or Special Servicer set forth above that the Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Class Representative (during any Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control be exercised by the Special Servicer; provided, that the Controlling Class Representative or the Special Servicer in accordance with the Servicing Standard, as applicable, has determined and advised the Master Servicer that the Master Servicer’s actions with respect to such obligations are indemnifiable under this Agreement, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until the date such Litigation Control is so transferred and is not otherwise paid to the Master Servicer pursuant to this Agreement) shall be payable by the Trust. Notwithstanding the foregoing, no advice, direction or objection of, or consent withheld by, the Controlling Class Representative shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan document, any Intercreditor Agreement or similar agreement, applicable law or any provision of this Agreement, including the Master Servicer’s and Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents and to maintain the REMIC status of any REMIC created under this Agreement, or (ii) result in an Adverse REMIC Event with respect to any REMIC created under this Agreement or an Adverse Grantor Trust Event with respect to the Grantor Trust or have adverse tax consequences for the Trust Fund, or (iii) expose any party to this Agreement, any Seller, any Underwriter or Initial Purchaser, any Sub-Servicer or the Trust Fund or any of their respective Affiliates, officers, directors, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s responsibilities under this Agreement. In addition, neither the Master Servicer nor the Special Servicer will follow any such advice, direction or objection if given by the Controlling Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, (C) settle any claim giving rise to liability to the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or (CD) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. (a) The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the applicable Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans that it is servicing, and the enforcement of the obligations of a Mortgagor under the related applicable Master Servicer with respect to litigation involving non-Specially Serviced Mortgage Loan documentsLoans that it is servicing, and and, in each case where the Master either case, if such Special Servicer or the Special such Master Servicer, as applicable, contemplates availing itself of indemnification as provided for under Section 6.03 of this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (i) the enforcement of the obligations of a Borrower under the related Mortgage Loan Documents and (ii) any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to the servicing of any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims claim or litigation that falls within the scope of Litigation Control and is of a material nature (a “Material Litigation Control Matter”), the applicable Special Servicer or Master Servicer shall promptly notify the Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) of such claim or litigation. (b) In connection with any Material Litigation Control Matter, the Master applicable Special Servicer or Special the applicable Master Servicer, as applicable, shall promptly notify the Controlling Class Representative (during submit any Subordinate Control Period decision to commence any proceeding or any Collective Consultation Period) and the Special Servicer (similar action in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation, and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Material Litigation Control and the implementation thereof and (ii) Matter or any decision to agree to or propose any terms of settlement, and shall, settlement in a Material Litigation Control Matter to the Subordinate Class Representative (during any a Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During consent (or its deemed approval or deemed consent as provided below) or for consultation on a non-binding basis (during a Collective Consultation Period) and notice of any Subordinate Control Period and subject such decision to the Servicing Standardrelated Pari Passu Companion Loan holder if such matter affects the related Pari Passu Companion Loan. Subject to Section 3.32(d), if and as applicable, the Master applicable Special Servicer or the Special applicable Master Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified in writing the Controlling Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Controlling Subordinate Class Representative (during a Subordinate Control Period) has not objected in writing within five (5) Business Days of receipt of such notice and receipt of all information that the Controlling Subordinate Class Representative has reasonably requested with respect theretothereto promptly following its receipt of such notice. The Controlling If such written objection has not been received by the applicable Special Servicer or applicable Master Servicer, as applicable, within such 5-Business Day period, then the Subordinate Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoingaction; provided that, if the Master applicable Special Servicer or the Special applicable Master Servicer, as applicable, determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders (as and, with respect to a collective whole) and Master Serviced Loan Combination, the related Companion Loan Holders, the applicable Special Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the applicable Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Subordinate Class Representative’s response; provided that the applicable Special Servicer or applicable Master Servicer, as applicable, has confirmation that the Subordinate Class Representative has received notice of such action in writing. Notwithstanding anything contained herein Nothing in this Section 3.32 shall be construed to alter, modify, limit or expand the contraryTrust Advisor’s duties, rights and obligations in this Agreement, including, without limitation, in Sections 3.24, 3.28, 6.03 and 6.05, and the Trust Advisor shall not be required to review the actions of a Special Servicer with respect to any such Special Servicer’s Litigation Control relating unless such review is otherwise related to the performance of the Trust Advisor’s duties, rights and obligations in respect of a non-Specially Serviced Mortgage Loan that has either Final Asset Status Report and/or Asset Status Report. (c) Notwithstanding the foregoing, (i) been satisfied if any action, suit, litigation or paid proceeding names the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control), a Special Servicer (if such party does not have Litigation Control) or the Subordinate Class Representative in fulltheir individual capacity, or if any judgment is rendered against the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control), a Special Servicer (if such party does not have Litigation Control) or the Subordinate Class Representative in their individual capacity, the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control), a Special Servicer (if such party does not have Litigation Control) or the Subordinate Class Representative, as the case may be, upon prior written notice to the applicable Master Servicer or the applicable Special Servicer with Litigation Control, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to direct, manage or prosecute such litigation or claim); (ii) as in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to which the enforcement of the obligations of a Final Recovery Determination has been madeBorrower under the related loan documents or otherwise relating to the servicing of a Mortgage Loan, after receiving Loan Combination or Mortgaged Property, neither the required notice from the applicable Master Servicer or Special Servicer set forth above that nor the Master Servicer or applicable Special Servicer, as applicable, became aware shall, without the prior written consent of or was named in any such claims or litigation, the Controlling Class Representative (during any Subordinate Control Period) Trustee or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control be exercised by the Special Servicer; provided, that the Controlling Class Representative or the Special Servicer in accordance with the Servicing StandardCertificate Administrator, as applicable, has determined (A) initiate any action, suit, litigation or proceeding in the name of the Trustee or the Certificate Administrator, whether in such capacity or individually, (B) engage counsel to represent the Trustee or the Certificate Administrator, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and advised that actually causes, the Trustee or the Certificate Administrator to be registered to do business in any state (provided that no Master Servicer or Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator or the Trustee, as applicable, to grant such consent); and (iii) if any court finds that the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control), a Special Servicer (if such party does not have Litigation Control) or the Subordinate Class Representative is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan or Loan Combination, the Trustee, the Trust Advisor, the Certificate Administrator, such Master Servicer, such Special Servicer or the Subordinate Class Representative (at the Subordinate Class Representative’s actions with respect own expense) shall each have the right to retain counsel and appear in any such obligations are indemnifiable proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim). Subject to the rights of the Subordinate Class Representative under this AgreementSection 3.32, and accordinglynothing in this paragraph shall be interpreted to preclude either the applicable Master Servicer or the applicable Special Servicer, as applicable, from initiating any loss, liability or expense (including legal fees and expenses incurred up until the date such Litigation Control is so transferred and is not otherwise paid related action, suit, litigation or proceeding in its name as a representative of the Trust Fund. (d) Notwithstanding anything herein to the Master Servicer pursuant to this Agreement) shall be payable by the Trust. Notwithstanding the foregoingcontrary, no advice, direction or direction, objection of, or consent given or withheld by, by the Controlling Subordinate Class Representative shall (i) require or cause the applicable Special Servicer or the applicable Master Servicer, as applicable, Servicer to violate the terms any provision of any Mortgage Loan documentDocuments, any related Intercreditor Agreement Agreement, any related intercreditor, co-lender or similar agreement, applicable law law, this Agreement or any provision of this Agreementthe REMIC Provisions, including without limitation, the applicable Master Servicer’s and or the applicable Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents Documents, and to maintain the REMIC status of any REMIC created under this AgreementTrust REMIC, or (ii) result in an Adverse the imposition of a tax on any Trust REMIC Event with respect to under the REMIC Provisions or cause any REMIC created under this Agreement Pool to fail to qualify as a REMIC or an Adverse Grantor Trust Event with respect to cause the Grantor Trust or have adverse to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax consequences for the Trust Fundpurposes, or (iii) expose any party to this AgreementMaster Servicer, any SellerSpecial Servicer, any Underwriter or Initial Purchaserthe Certificate Administrator, any Sub-Servicer or the Depositor, the Trust Advisor, the Trust Fund or the Trustee or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master any Special Servicer’s, the Special any Master Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s responsibilities under this Agreement. In addition, ; and neither the Master applicable Special Servicer nor the Special applicable Master Servicer will shall follow any such advice, direction or objection if given by the Controlling Subordinate Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(ivi) – (iv) of the preceding this sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans and the enforcement of the obligations of a Mortgagor under the related Specially Serviced Mortgage Loan documents, and in each case where the Master Servicer or the Special Servicer, as applicable, contemplates availing itself of indemnification as provided for under this Agreement, shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, with respect to any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims or litigation, the Master Servicer or Special Servicer, as applicable, shall promptly notify the Controlling Class Representative (during any Subordinate Control Period or any Collective Consultation Period) and the Special Servicer (in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation. In addition, and each of the Master Servicer and the Special Servicer, as applicable, Servicer shall prepare and submit a notice of such claims or litigation quarterly status report to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider who shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer , the Controlling Class Representative (with respect to Specially Serviced Mortgage Loansduring any Subordinate Control Period or any Collective Consultation Period) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans)in the case of the Special Servicer) or the Special Servicer (in the case of the Master Servicer) regarding any matter over which it exercises Litigation Control for which there has been any material action or change during the preceding quarter. The Special Servicer and the Master Servicer, as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Litigation Control and the implementation thereof and (ii) any decision to agree to or propose any terms of settlement, and shall, during any Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During any Subordinate Control Period and subject to the Servicing Standard, the Master Servicer or the Special Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to the Controlling Class Representative and the Controlling Class Representative has not objected in writing within five (5) Business Days of receipt of such notice and all information that the Controlling Class Representative has reasonably requested with respect thereto. The Controlling Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoing, if the Master Servicer or the Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) and Master Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Class Representative’s response. Notwithstanding anything contained herein to the contrary, with respect to any Litigation Control relating to a non-Specially Serviced Mortgage Loan that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, after receiving the required notice from the Master Servicer or Special Servicer set forth above that the Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Class Representative (during any Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control be exercised by the Special Servicer; provided, that the Controlling Class Representative or the Special Servicer in accordance with the Servicing Standard, as applicable, has determined and advised the Master Servicer that the Master Servicer’s actions with respect to such obligations are indemnifiable under this Agreement, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until the date such Litigation Control is so transferred and is not otherwise paid to the Master Servicer pursuant to this Agreement) shall be payable by the Trust. Notwithstanding the foregoing, no advice, direction or objection of, or consent withheld by, the Controlling Class Representative shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan document, any Intercreditor Agreement or similar agreement, applicable law or any provision of this Agreement, including the Master Servicer’s and Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents and to maintain the REMIC status of any REMIC created under this Agreement, or (ii) result in an Adverse REMIC Event with respect to any REMIC created under this Agreement or an Adverse Grantor Trust Event with respect to the any Grantor Trust or have adverse tax consequences for the Trust Fund, or (iii) expose any party to this Agreement, any Seller, any Underwriter or Initial Purchaser, any Sub-Servicer or the Trust Fund or any of their respective Affiliates, officers, directors, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s responsibilities under this Agreement. In addition, neither the Master Servicer nor the Special Servicer will follow any such advice, direction or objection if given by the Controlling Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. (a) The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the applicable Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans Loans, and the enforcement of the obligations of a Mortgagor under the related applicable Master Servicer with respect to litigation involving non-Specially Serviced Mortgage Loan documentsLoans, and and, in each case where the Master either case, if such Special Servicer or the Special Master Servicer, as applicable, contemplates availing itself of indemnification as provided for under Section 6.03 of this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (i) the enforcement of the obligations of a Borrower under the related Mortgage Loan Documents and (ii) any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to the servicing of any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims claim or litigationlitigation that falls within the scope of Litigation Control and is of a material nature (a “Material Litigation Control Matter”), the applicable Special Servicer or Master Servicer or Special Servicer, as applicable, shall promptly notify the Controlling Subordinate Class Representative (during any a Subordinate Control Period or any Collective Consultation Period) and the Special Servicer Trust Advisor (in the case of the Master Servicer) during any Collective Consultation Period and the Master Servicer (in the case of the Special Servicerany Senior Consultation Period) of such claims claim or litigation. (b) In connection with any Material Litigation Control Matter, and the applicable Special Servicer or Master Servicer and the Special Servicer, as applicable, shall prepare and submit any decision to commence any proceeding or similar action in a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Material Litigation Control and the implementation thereof and (ii) Matter or any decision to agree to or propose any terms of settlement, and shall, settlement in a Material Litigation Control Matter to the Subordinate Class Representative (during any a Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During consent and notice of any Subordinate Control Period and subject such decision to the Servicing Standardrelated Pari Passu Companion Loan holder if such matter affects the related Pari Passu Companion Loan. Subject to Section 3.32(e), if and as applicable, the Master applicable Special Servicer or the Special applicable Master Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified in writing the Controlling Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Controlling Subordinate Class Representative (during a Subordinate Control Period) has not objected in writing within five (5) Business Days of receipt of such notice having been notified thereof and having been provided with all information that the Controlling Subordinate Class Representative has reasonably requested with respect thereto. The Controlling thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has not been received by the applicable Special Servicer or applicable Master Servicer, as applicable, within such 5-Business Day period, then the Subordinate Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoingaction); provided that, if the Master applicable Special Servicer or the Special applicable Master Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders and, with respect to a Serviced Loan Combination, the related Companion Loan Holders (as a collective whole) and Master consistent with the Servicing Standard), the applicable Special Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the applicable Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Subordinate Class Representative’s response; provided that the applicable Special Servicer or applicable Master Servicer, as applicable, has confirmation that the Subordinate Class Representative has received notice of such action in writing. Nothing in this Section 3.32 shall be construed to alter, modify, limit or expand the Trust Advisor’s duties, rights and obligations in this Agreement, including, without limitation, in Sections 3.24, 3.28, 6.03 and 6.05, and the Trust Advisor shall not be required to review the actions of a Special Servicer with respect to such Special Servicer’s Litigation Control unless such review is otherwise related to the performance of the Trust Advisor’s duties, rights and obligations in respect of a Final Asset Status Report and/or Asset Status Report. (c) Notwithstanding anything contained herein to the contrary, contrary with respect to any Litigation Control otherwise required to be exercised hereunder by the applicable Master Servicer relating to a non-Specially Serviced Mortgage Loan or Loan Combination that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, but subject to Section 3.32(d), after receiving the required notice from the applicable Master Servicer or Special Servicer set forth above that the such applicable Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Subordinate Class Representative (during any a Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control nevertheless be exercised by the applicable Special Servicer; provided, however, that the Controlling applicable Special Servicer (with the consent of the Subordinate Class Representative or the Special Servicer in accordance with the Servicing Standard, as applicable, (during a Subordinate Control Period)) has determined and advised the applicable Master Servicer (and the applicable Master Servicer has reasonably concurred) that the Master Servicer’s its actions with respect to such obligations are indemnifiable under this AgreementSection 6.03 hereof, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until such date of transfer of Litigation Control to the date applicable Special Servicer) arising from the related legal action or claim underlying such Litigation Control is so transferred and is not otherwise paid to the applicable Master Servicer pursuant to Section 6.03 of this Agreement) Agreement shall be payable by the Trust. Trust Fund. (d) Notwithstanding the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation Control) in their individual capacity, or if any judgment is rendered against the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation Control) in their individual capacity, the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation Control), as the case may be, upon prior written notice to the applicable Master Servicer or the applicable Special Servicer with Litigation Control, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Borrower under the related loan documents or otherwise relating to the servicing of a Mortgage Loan, Loan Combination or Mortgaged Property, neither the applicable Master Servicer nor the applicable Special Servicer shall, without the prior written consent of the Trustee or the Certificate Administrator, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee or the Certificate Administrator, whether in such capacity or individually, (B) engage counsel to represent the Trustee or the Certificate Administrator, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Trustee or the Certificate Administrator to be registered to do business in any state (provided that no Master Servicer or Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator or the Trustee, as applicable, to grant such consent); and (iii) if any court finds that the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation Control) is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan or Loan Combination, the Trustee, the Trust Advisor, the Certificate Administrator, such Master Servicer or such Special Servicer shall each have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim). Subject to the rights of the Subordinate Class Representative under this Section 3.32, nothing in this paragraph shall be interpreted to preclude either the applicable Master Servicer or the applicable Special Servicer, as applicable, from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund. (e) Notwithstanding anything herein to the contrary, no advice, direction or direction, objection of, or consent withheld by, by the Controlling Subordinate Class Representative shall (i) require or cause the applicable Special Servicer or the applicable Master Servicer, as applicable, Servicer to violate the terms any provision of any Mortgage Loan documentDocuments, any related Intercreditor Agreement Agreement, any related intercreditor, co-lender or similar agreement, applicable law law, this Agreement or any provision of this Agreementthe REMIC Provisions, including without limitation, the applicable Master Servicer’s and or the applicable Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents Documents, and to maintain the REMIC status of any REMIC created under this AgreementTrust REMIC, or (ii) result in an Adverse the imposition of a tax on any Trust REMIC Event with respect to under the REMIC Provisions or cause any REMIC created under this Agreement Pool to fail to qualify as a REMIC or an Adverse Grantor Trust Event with respect to cause the Grantor Trust or have adverse to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax consequences for the Trust Fundpurposes, or (iii) expose any party to this AgreementMaster Servicer, any SellerSpecial Servicer, any Underwriter or Initial Purchaserthe Certificate Administrator, any Sub-Servicer or the Depositor, the Trust Advisor, the Trust Fund or the Trustee or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master any Special Servicer’s, the Special any Master Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust AdvisorTrustee’s responsibilities under this Agreement. In addition, ; and neither the Master applicable Special Servicer nor the Special applicable Master Servicer will shall follow any such advice, direction or objection if given by the Controlling Subordinate Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding this sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. (a) The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the applicable Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans Loans, and the enforcement of the obligations of a Mortgagor under the related applicable Master Servicer with respect to litigation involving non-Specially Serviced Mortgage Loan documentsLoans, and and, in each case where the Master either case, if such Special Servicer or the Special such Master Servicer, as applicable, contemplates availing itself of indemnification as provided for under Section 6.03 of this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (i) the enforcement of the obligations of a Borrower under the related Mortgage Loan Documents and (ii) any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to the servicing of any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims claim or litigationlitigation that falls within the scope of Litigation Control and is of a material nature (a “Material Litigation Control Matter”), the applicable Special Servicer or Master Servicer or Special Servicer, as applicable, shall promptly notify the Controlling Subordinate Class Representative (during any a Subordinate Control Period or any Collective Consultation Period) and the Special Servicer Trust Advisor (in the case of the Master Servicer) during any Collective Consultation Period and the Master Servicer (in the case of the Special Servicerany Senior Consultation Period) of such claims claim or litigation. (b) In connection with any Material Litigation Control Matter, and the applicable Special Servicer or the applicable Master Servicer and the Special Servicer, as applicable, shall prepare and submit any decision to commence any proceeding or similar action in a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Material Litigation Control and the implementation thereof and (ii) Matter or any decision to agree to or propose any terms of settlement, and shall, settlement in a Material Litigation Control Matter to the Subordinate Class Representative (during any a Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During consent and notice of any Subordinate Control Period and subject such decision to the Servicing Standardrelated Pari Passu Companion Loan holder if such matter affects the related Pari Passu Companion Loan. Subject to Section 3.32(e), if and as applicable, the Master applicable Special Servicer or the Special applicable Master Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified in writing the Controlling Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Controlling Subordinate Class Representative (during a Subordinate Control Period) has not objected in writing within five (5) Business Days of receipt of such notice and receipt of all information that the Controlling Subordinate Class Representative has reasonably requested with respect theretothereto promptly following its receipt of such notice. The Controlling If such written objection has not been received by the applicable Special Servicer or applicable Master Servicer, as applicable, within such 5-Business Day period, then the Subordinate Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoingaction; provided that, if the Master applicable Special Servicer or the Special applicable Master Servicer, as applicable, determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders (as and, with respect to a collective whole) and Master Serviced Loan Combination, the related Companion Loan Holders, the applicable Special Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the applicable Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Subordinate Class Representative’s response; provided that the applicable Special Servicer or applicable Master Servicer, as applicable, has confirmation that the Subordinate Class Representative has received notice of such action in writing. Nothing in this Section 3.32 shall be construed to alter, modify, limit or expand the Trust Advisor’s duties, rights and obligations in this Agreement, including, without limitation, in Sections 3.24, 3.28, 6.03 and 6.05, and the Trust Advisor shall not be required to review the actions of a Special Servicer with respect to such Special Servicer’s Litigation Control unless such review is otherwise related to the performance of the Trust Advisor’s duties, rights and obligations in respect of a Final Asset Status Report and/or Asset Status Report. (c) Notwithstanding anything contained herein to the contrary, contrary with respect to any Material Litigation Control Matter otherwise required to be exercised hereunder by the applicable Master Servicer relating to a non-Specially Serviced Mortgage Loan or Loan Combination that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, but subject to Section 3.32(d), after receiving the required notice from the applicable Master Servicer or Special Servicer set forth above that the such applicable Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Subordinate Class Representative (during any a Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control nevertheless be exercised by the applicable Special Servicer; provided, however, that the Controlling applicable Special Servicer (with the consent of the Subordinate Class Representative or the Special Servicer in accordance with the Servicing Standard, as applicable, (during a Subordinate Control Period)) has determined and advised the applicable Master Servicer (and the applicable Master Servicer has reasonably concurred) that the Master Servicer’s its actions with respect to such obligations are indemnifiable under this AgreementSection 6.03 hereof, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until such date of transfer of Litigation Control to the date applicable Special Servicer) arising from the related legal action or claim underlying such Litigation Control is so transferred and is not otherwise paid to the applicable Master Servicer pursuant to Section 6.03 of this Agreement) Agreement shall be payable by the Trust. Trust Fund. (d) Notwithstanding the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation Control) in their individual capacity, or if any judgment is rendered against the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation Control) in their individual capacity, the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation Control), as the case may be, upon prior written notice to the applicable Master Servicer or the applicable Special Servicer with Litigation Control, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Borrower under the related loan documents or otherwise relating to the servicing of a Mortgage Loan, Loan Combination or Mortgaged Property, neither the applicable Master Servicer nor the applicable Special Servicer shall, without the prior written consent of the Trustee or the Certificate Administrator, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee or the Certificate Administrator, whether in such capacity or individually, (B) engage counsel to represent the Trustee or the Certificate Administrator, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Trustee or the Certificate Administrator to be registered to do business in any state (provided that no Master Servicer or Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator or the Trustee, as applicable, to grant such consent); and (iii) if any court finds that the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation Control) is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan or Loan Combination, the Trustee, the Trust Advisor, the Certificate Administrator, such Master Servicer or such Special Servicer shall each have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim). Subject to the rights of the Subordinate Class Representative under this Section 3.32, nothing in this paragraph shall be interpreted to preclude either the applicable Master Servicer or the applicable Special Servicer, as applicable, from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund. (e) Notwithstanding anything herein to the contrary, no advice, direction or direction, objection of, or consent withheld by, by the Controlling Subordinate Class Representative shall (i) require or cause the applicable Special Servicer or the applicable Master Servicer, as applicable, Servicer to violate the terms any provision of any Mortgage Loan documentDocuments, any related Intercreditor Agreement Agreement, any related intercreditor, co-lender or similar agreement, applicable law law, this Agreement or any provision of this Agreementthe REMIC Provisions, including without limitation, the applicable Master Servicer’s and or the applicable Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents Documents, and to maintain the REMIC status of any REMIC created under this AgreementTrust REMIC, or (ii) result in an Adverse the imposition of a tax on any Trust REMIC Event with respect to under the REMIC Provisions or cause any REMIC created under this Agreement Pool to fail to qualify as a REMIC or an Adverse Grantor Trust Event with respect to cause the Grantor Trust or have adverse to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax consequences for the Trust Fundpurposes, or (iii) expose any party to this AgreementMaster Servicer, any SellerSpecial Servicer, any Underwriter or Initial Purchaserthe Certificate Administrator, any Sub-Servicer or the Depositor, the Trust Advisor, the Trust Fund or the Trustee or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master any Special Servicer’s, the Special any Master Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s responsibilities under this Agreement. In addition, ; and neither the Master applicable Special Servicer nor the Special applicable Master Servicer will shall follow any such advice, direction or objection if given by the Controlling Subordinate Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(ivi) – (iv) of the preceding this sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan)Loans, and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans and the enforcement of the obligations of a Mortgagor under the related Specially Serviced Mortgage Loan documentsLoans, and in each case where the Master Servicer or the Special Servicer, as applicable, contemplates availing itself of indemnification as provided for under this Agreement, shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (i) the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents and (ii) any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, with respect to any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims or litigation, the Master Servicer or Special Servicer, as applicable, shall promptly immediately notify the Controlling Class Representative (during any Subordinate Control Period or any Collective Consultation Period) and the Special Servicer (in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation. In addition, and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation quarterly status report regarding any Litigation Control matter to the 17g-5 Information Provider Controlling Class Representative (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loansduring any Subordinate Control Period or any Collective Consultation Period) and the Special Servicer. Notwithstanding the foregoing, the Special Servicer and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans)Servicer, as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Litigation Control and the implementation thereof and (ii) any decision to agree to or propose any terms of settlement, and shall, during any Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During any Subordinate Control Period and subject to the Servicing Standard, the Master Servicer or the Special Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to the Controlling Class Representative and the Controlling Class Representative has not objected in writing within five (5) Business Days of receipt of such notice and all information that the Controlling Class Representative has reasonably requested with respect thereto. The Controlling Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoing, if the Master Servicer or the Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) and Master Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Class Representative’s response. Notwithstanding anything contained herein to the contrary, contrary with respect to any Litigation Control otherwise required to be exercised by the Master Servicer relating to a non-Specially Serviced Mortgage Loan that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, after receiving the required notice from the Master Servicer or Special Servicer set forth above that the Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Class Representative (during any Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control be exercised by the Special Servicer; provided, that the Controlling Class Representative or the Special Servicer in accordance with the Servicing Standard, as applicable, has determined and advised the Master Servicer that the Master Servicer’s its actions with respect to such obligations are indemnifiable under this Agreement, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until the date such Litigation Control is so transferred and is not otherwise paid to the Master Servicer pursuant to this Agreement) shall be payable by the TrustTrust at the direction of the Special Servicer. Notwithstanding the foregoing, no advice, direction or objection of, or consent withheld by, the Controlling Class Representative shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan document, any Intercreditor Agreement or similar agreement, applicable law or any provision of this Agreement, including the Master Servicer’s and Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents and to maintain the REMIC status of any REMIC created under this Agreement, or (ii) result in an Adverse REMIC Event with respect to any REMIC created under this Agreement or an Adverse Grantor Trust Event with respect to the any Grantor Trust or have adverse tax consequences for the Trust Fund, or (iii) expose any party to this Agreement, any Seller, any Underwriter or Initial Purchaser, any Sub-Servicer or the Trust Fund or any of their respective Affiliates, officers, directors, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust AdvisorTrustee’s responsibilities under this Agreement. In addition, neither the Master Servicer nor the Special Servicer will follow any such advice, direction or objection if given by the Controlling Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding this sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contraryforegoing, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in if any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Certificate Administrator, the Trustee or the Custodian, as applicable, or the Trust Fund.

Litigation Control. (a) The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans that it is servicing, and the enforcement of the obligations of a Mortgagor under the related Master Servicer with respect to litigation involving non-Specially Serviced Mortgage Loan documentsLoans that it is servicing, and and, in each case where either case, if the Master Special Servicer or the Special Master Servicer, as applicable, contemplates availing itself of indemnification as provided for under Section 6.03 of this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (i) the enforcement of the obligations of a Borrower under the related Mortgage Loan Documents and (ii) any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to the servicing of any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims claim or litigation that falls within the scope of Litigation Control and is of a material nature (a “Material Litigation Control Matter”), the Special Servicer or Master Servicer shall promptly notify the Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) of such claim or litigation. (b) In connection with any Material Litigation Control Matter, the Master Special Servicer or Special the Master Servicer, as applicable, shall promptly notify the Controlling Class Representative (during submit any Subordinate Control Period decision to commence any proceeding or any Collective Consultation Period) and the Special Servicer (similar action in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation, and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Material Litigation Control and the implementation thereof and (ii) Matter or any decision to agree to or propose any terms of settlement, and shall, settlement in a Material Litigation Control Matter to the Subordinate Class Representative (during any a Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During consent (or its deemed approval or deemed consent as provided below) or for consultation on a non-binding basis (during a Collective Consultation Period) and notice of any Subordinate Control Period and subject such decision to the Servicing Standardrelated Companion Loan Holder if such matter affects the related Pari Passu Companion Loan or the St. Xxxxx Town Center Subordinate Companion Loan. Subject to Section 3.32(d), if and as applicable, the Master Special Servicer or the Special Master Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified in writing the Controlling Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Controlling Subordinate Class Representative (during a Subordinate Control Period) has not objected in writing within five (5) Business Days of receipt of such notice and receipt of all information that the Controlling Subordinate Class Representative has reasonably requested with respect theretothereto promptly following its receipt of such notice. The Controlling If such written objection has not been received by the Special Servicer or Master Servicer, as applicable, within such 5-Business Day period, then the Subordinate Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoingaction; provided that, if the Master Special Servicer or the Special Master Servicer, as applicable, determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders (as and, with respect to a collective whole) and Master Serviced Loan Combination, the related Companion Loan Holders, the Special Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Subordinate Class Representative’s response; provided that the Special Servicer or Master Servicer, as applicable, has confirmation that the Subordinate Class Representative has received notice of such action in writing. Notwithstanding anything contained herein Nothing in this Section 3.32 shall be construed to alter, modify, limit or expand the contraryTrust Advisor’s duties, rights and obligations in this Agreement, including, without limitation, in Sections 3.24, 3.28, 6.03 and 6.05, and the Trust Advisor shall not be required to review the actions of the Special Servicer with respect to any the Special Servicer’s Litigation Control relating unless such review is otherwise related to the performance of the Trust Advisor’s duties, rights and obligations in respect of a non-Specially Serviced Mortgage Loan that has either Final Asset Status Report and/or Asset Status Report. (c) Notwithstanding the foregoing, (i) been satisfied if any action, suit, litigation or paid proceeding names the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control), the Special Servicer (if such party does not have Litigation Control) or the Subordinate Class Representative in fulltheir individual capacity, or if any judgment is rendered against the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (iiif such party does not have Litigation Control), the Special Servicer (if such party does not have Litigation Control) or the Subordinate Class Representative in their individual capacity, the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control), the Special Servicer (if such party does not have Litigation Control) or the Subordinate Class Representative, as the case may be, upon prior written notice to which a Final Recovery Determination has been made, after receiving the required notice from the Master Servicer or the Special Servicer set forth above that with Litigation Control, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Borrower under the related loan documents or otherwise relating to the servicing of a Mortgage Loan, Loan Combination or Mortgaged Property, neither the Master Servicer or nor the Special Servicer, as applicable, became aware shall, without the prior written consent of the Trustee or was named the Certificate Administrator, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee or the Certificate Administrator, whether in such capacity or individually, (B) engage counsel to represent the Trustee or the Certificate Administrator, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Trustee or the Certificate Administrator to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator or the Trustee, as applicable, to grant such claims or litigationconsent); and (iii) if any court finds that the Trustee, the Controlling Class Representative Trust Advisor, the Certificate Administrator, the Master Servicer (during any Subordinate Control Period) or if such party does not have Litigation Control), the Special Servicer (during if such party does not have Litigation Control) or the Subordinate Class Representative is a necessary party in respect of any Collective Consultation Period action, suit, litigation or Senior Consultation Periodproceeding relating to or arising from this Agreement or any Mortgage Loan or Loan Combination, the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer, the Special Servicer or the Subordinate Class Representative (at the Subordinate Class Representative’s own expense) may direct shall each have the right to retain counsel and appear in writing that any such Litigation Control proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim). Subject to the rights of the Subordinate Class Representative under this Section 3.32, nothing in this paragraph shall be exercised by interpreted to preclude either the Master Servicer or the Special Servicer; provided, that the Controlling Class Representative or the Special Servicer in accordance with the Servicing Standard, as applicable, has determined and advised the Master Servicer that the Master Servicer’s actions with respect to such obligations are indemnifiable under this Agreement, and accordingly, from initiating any loss, liability or expense (including legal fees and expenses incurred up until the date such Litigation Control is so transferred and is not otherwise paid related action, suit, litigation or proceeding in its name as a representative of the Trust Fund. (d) Notwithstanding anything herein to the Master Servicer pursuant to this Agreement) shall be payable by the Trust. Notwithstanding the foregoingcontrary, no advice, direction or direction, objection of, or consent given or withheld by, by the Controlling Subordinate Class Representative shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, Servicer to violate the terms any provision of any Mortgage Loan documentDocuments, any related Intercreditor Agreement Agreement, any related intercreditor, co-lender or similar agreement, applicable law law, this Agreement or any provision of this Agreementthe REMIC Provisions, including without limitation, the Master Servicer’s and or the Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents Documents, and to maintain the REMIC status of any REMIC created under this AgreementTrust REMIC, or (ii) result in an Adverse the imposition of a tax on any Trust REMIC Event with respect to under the REMIC Provisions or cause any REMIC created under this Agreement Pool to fail to qualify as a REMIC or an Adverse Grantor Trust Event with respect to cause the Grantor Trust or have adverse to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax consequences for the Trust Fundpurposes, or (iii) expose any party to this Agreementthe Master Servicer, any Sellerthe Special Servicer, any Underwriter or Initial Purchaserthe Certificate Administrator, any Sub-Servicer or the Depositor, the Trust Advisor, the Trust Fund or the Trustee or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master Special Servicer’s, the Special Master Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s responsibilities under this Agreement. In addition, ; and neither the Special Servicer nor the Master Servicer nor the Special Servicer will shall follow any such advice, direction or objection if given by the Controlling Subordinate Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(ivi) – (iv) of the preceding this sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan)Loans, and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans and the enforcement of the obligations of a Mortgagor under the related Specially Serviced Mortgage Loan documents, and in each case where the Master Servicer or the Special Servicer, as applicable, contemplates availing itself of indemnification as provided for under this Agreement, shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, with respect to any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims or litigation, the Master Servicer or Special Servicer, as applicable, shall promptly notify the Controlling Class Representative (during any Subordinate Control Period or any Collective Consultation Period) and the Special Servicer (in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation, litigation and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans)Servicer, as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Litigation Control and the implementation thereof and (ii) any decision to agree to or propose any terms of settlement, and shall, during any Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During any Subordinate Control Period and subject to the Servicing Standard, the Master Servicer or the Special Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to the Controlling Class Representative and the Controlling Class Representative has not objected in writing within five (5) Business Days of receipt of such notice and all information that the Controlling Class Representative has reasonably requested with respect thereto. The Controlling Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoing, if the Master Servicer or the Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) and Master Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Class Representative’s response. Notwithstanding anything contained herein to the contrary, with respect to any Litigation Control relating to a non-Specially Serviced Mortgage Loan that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, after receiving the required notice from the Master Servicer or Special Servicer set forth above that the Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Class Representative (during any Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control be exercised by the Special Servicer; provided, that the Controlling Class Representative or the Special Servicer in accordance with the Servicing Standard, as applicable, has determined and advised the Master Servicer that the Master Servicer’s actions with respect to such obligations are indemnifiable under this Agreement, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until the date such Litigation Control is so transferred and is not otherwise paid to the Master Servicer pursuant to this Agreement) shall be payable by the Trust. Notwithstanding the foregoing, no advice, direction or objection of, or consent withheld by, the Controlling Class Representative shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan document, any Intercreditor Agreement or similar agreement, applicable law or any provision of this Agreement, including the Master Servicer’s and Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents and to maintain the REMIC status of any REMIC created under this Agreement, or (ii) result in an Adverse REMIC Event with respect to any REMIC created under this Agreement or an Adverse Grantor Trust Event with respect to the Grantor EC Trust or have adverse tax consequences for the Trust Fund, or (iii) expose any party to this Agreement, any Seller, any Underwriter or Initial Purchaser, any Sub-Servicer or the Trust Fund or any of their respective Affiliates, officers, directors, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust AdvisorTrustee’s responsibilities under this Agreement. In addition, neither the Master Servicer nor the Special Servicer will follow any such advice, direction or objection if given by the Controlling Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Certificate Administrator, the Trustee or the Custodian, as applicable, or the Trust Fund.

Litigation Control. The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan)Loans, and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans Loans, and the enforcement of the obligations of a Mortgagor under the related Specially Serviced Mortgage Loan documents, and in each case where the Master Servicer or the Special Servicer, as applicable, contemplates availing itself of indemnification as provided for under this Agreement, shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, with respect to any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims or litigation, the Master Servicer or Special Servicer, as applicable, shall promptly notify the Controlling Class Representative (during any Subordinate Control Period or any Collective Consultation Period) and the Special Servicer (in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation. In addition, and each of the Master Servicer and the Special Servicer, as applicable, Servicer shall prepare and submit a notice of such claims or litigation quarterly status report to the 17g-5 Information Provider Controlling Class Representative (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loansduring any Subordinate Control Period or any Collective Consultation Period) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans)in the case of the Special Servicer) or the Special Servicer (in the case of the Master Servicer) regarding any matter over which it exercises Litigation Control for which there has been any material action or change during the preceding quarter. The Special Servicer and the Master Servicer, as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Litigation Control and the implementation thereof and (ii) any decision to agree to or propose any terms of settlement, and shall, during any Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During any Subordinate Control Period and subject to the Servicing Standard, the Master Servicer or the Special Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to the Controlling Class Representative and the Controlling Class Representative has not objected in writing within five (5) Business Days of receipt of such notice and all information that the Controlling Class Representative has reasonably requested with respect thereto. The Controlling Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoing, if the Master Servicer or the Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) and Master Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Class Representative’s response. Notwithstanding anything contained herein to the contrary, with respect to any Litigation Control relating to a non-Specially Serviced Mortgage Loan that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, after receiving the required notice from the Master Servicer or Special Servicer set forth above that the Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Class Representative (during any Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control be exercised by the Special Servicer; provided, that the Controlling Class Representative or the Special Servicer in accordance with the Servicing Standard, as applicable, has determined and advised the Master Servicer that the Master Servicer’s 's actions with respect to such obligations are indemnifiable under this Agreement, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until the date such Litigation Control is so transferred and is not otherwise paid to the Master Servicer pursuant to this Agreement) shall be payable by the TrustTrust at the direction of the Special Servicer. Notwithstanding the foregoing, no advice, direction or objection of, or consent withheld by, the Controlling Class Representative shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan document, any Intercreditor Agreement or similar agreement, applicable law or any provision of this Agreement, including the Master Servicer’s and Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents and to maintain the REMIC status of any REMIC created under this Agreement, or (ii) result in an Adverse REMIC Event with respect to any REMIC created under this Agreement or an Adverse Grantor Trust Event with respect to the any Grantor Trust or have adverse tax consequences for the Trust Fund, or (iii) expose any party to this Agreement, any Seller, any Underwriter or Initial Purchaser, any Sub-Servicer or the Trust Fund or any of their respective Affiliates, officers, directors, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust AdvisorTrustee’s responsibilities under this Agreement. In addition, neither the Master Servicer nor the Special Servicer will follow any such advice, direction or objection if given by the Controlling Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments against the Master Servicer, including but not limited to the right to engage separate counsel in the Master Servicer’s 's reasonable discretion, the cost of which shall be subject to indemnification hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee Administrator or the CustodianTrustee, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee Administrator or the CustodianTrustee, as applicable, in its individual capacity, the Certificate Administrator, the Trustee Administrator or the CustodianTrustee, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee Administrator or the CustodianTrustee, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee Administrator or the CustodianTrustee, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee Administrator or the CustodianTrustee, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee Administrator or the CustodianTrustee, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee Administrator or the CustodianTrustee, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee Administrator or the CustodianTrustee, as applicable, 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 Certificate Administrator, the Trustee Administrator or the CustodianTrustee, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee Administrator or the CustodianTrustee, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Certificate Administrator or the Trustee, as applicable, or the Trust Fund.

Litigation Control. (a) The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans Loans, and the enforcement of the obligations of a Mortgagor under the related Master Servicer with respect to litigation involving non-Specially Serviced Mortgage Loan documentsLoans, and and, in each case where either case, if the Master Special Servicer or the Special Master Servicer, as applicable, contemplates availing itself of indemnification as provided for under Section 6.03 of this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (i) the enforcement of the obligations of a Borrower under the related Mortgage Loan Documents and (ii) any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to the servicing of any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims claim or litigationlitigation that falls within the scope of Litigation Control and is of a material nature (a “Material Litigation Control Matter”), the Special Servicer or the Master Servicer or Special Servicer, as applicable, shall promptly notify the Controlling Subordinate Class Representative (during any a Subordinate Control Period or any Collective Consultation Period) and the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) of such claim or litigation. (b) In connection with any Material Litigation Control Matter, the Special Servicer (in the case of the Master Servicer) and or the Master Servicer (shall submit any decision to commence any proceeding or similar action in the case of the Special Servicer) of such claims or litigation, and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Material Litigation Control and the implementation thereof and (ii) Matter or any decision to agree to or propose any terms of settlement, and shall, settlement in a Material Litigation Control Matter to the Subordinate Class Representative (during any a Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During consent (or its deemed approval or deemed consent as provided below) and notice of any Subordinate Control Period and subject such decision to the Servicing Standardrelated Pari Passu Companion Loan holder if such matter affects the related Pari Passu Companion Loan. Subject to Section 3.32(e), if and as applicable, the Master Special Servicer or the Special Master Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified in writing the Controlling Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Controlling Subordinate Class Representative (during a Subordinate Control Period) has not objected in writing within five (5) Business Days of receipt of such notice and receipt of all information that the Controlling Subordinate Class Representative has reasonably requested with respect theretothereto promptly following its receipt of such notice. The Controlling If such written objection has not been received by the Special Servicer or Master Servicer, as applicable, within such 5-Business Day period, then the Subordinate Class Representative shall be deemed to have approved the taking of such action action; provided that, if such written objection has not been received by the Master Special Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoing, if the Master Servicer or the Special Servicer, as applicable, determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders (as and, with respect to a collective whole) and Master Serviced Loan Combination, the related Companion Loan Holders, the Special Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Subordinate Class Representative’s response; provided that the Special Servicer or the Master Servicer, as applicable, has confirmation that the Subordinate Class Representative has received notice of such action in writing. Nothing in this Section 3.32 shall be construed to alter, modify, limit or expand the Trust Advisor’s duties, rights and obligations in this Agreement, including, without limitation, in Sections 3.24, 3.28, 6.03 and 6.05, and the Trust Advisor shall not be required to review the actions of the Special Servicer with respect to the Special Servicer’s Litigation Control unless such review is otherwise related to the performance of the Trust Advisor’s duties, rights and obligations in respect of a Final Asset Status Report and/or Asset Status Report. (c) Notwithstanding anything contained herein to the contrary, contrary with respect to any Material Litigation Control Matter otherwise required to be exercised hereunder by the Master Servicer relating to a non-Specially Serviced Mortgage Loan or Loan Combination that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, but subject to Section 3.32(d), after receiving the required notice from the Master Servicer or Special Servicer set forth above that the Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Subordinate Class Representative (during any a Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control nevertheless be exercised by the Special Servicer; provided, however, that the Controlling Class Representative or the Special Servicer in accordance (with the Servicing Standard, as applicable, consent of the Subordinate Class Representative (during a Subordinate Control Period)) has determined and advised the Master Servicer that (and the Master Servicer’s Servicer has reasonably concurred) that its actions with respect to such obligations are indemnifiable under this AgreementSection 6.03 hereof, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until such date of transfer of Litigation Control to the date Special Servicer) arising from the related legal action or claim underlying such Litigation Control is so transferred and is not otherwise paid to the Master Servicer pursuant to Section 6.03 of this Agreement) Agreement shall be payable by the Trust. Trust Fund. (d) Notwithstanding the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control) in their individual capacity, or if any judgment is rendered against the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control) in their individual capacity, the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control), as the case may be, upon prior written notice to the Master Servicer or the Special Servicer with Litigation Control, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Borrower under the related loan documents or otherwise relating to the servicing of a Mortgage Loan, Loan Combination or Mortgaged Property, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or the Certificate Administrator, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee or the Certificate Administrator, whether in such capacity or individually, (B) engage counsel to represent the Trustee or the Certificate Administrator, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Trustee or the Certificate Administrator to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator or the Trustee, as applicable, to grant such consent); and (iii) if any court finds that the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control) is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan or Loan Combination, the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer or the Special Servicer shall each have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim). Subject to the rights of the Subordinate Class Representative under this Section 3.32, nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer, as applicable, from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund. (e) Notwithstanding anything herein to the contrary, no advice, direction or direction, objection of, or consent withheld by, by the Controlling Subordinate Class Representative shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, Servicer to violate the terms any provision of any Mortgage Loan documentDocuments, any related Intercreditor Agreement Agreement, any related intercreditor, co-lender or similar agreement, applicable law law, this Agreement or any provision of this Agreementthe REMIC Provisions, including without limitation, the Master Servicer’s and or the Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents Documents, and to maintain the REMIC status of any REMIC created under this AgreementTrust REMIC, or (ii) result in an Adverse the imposition of a tax on any Trust REMIC Event with respect to under the REMIC Provisions or cause any REMIC created under this Agreement Pool to fail to qualify as a REMIC or an Adverse Grantor Trust Event with respect to cause the Grantor Trust or have adverse to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax consequences for the Trust Fundpurposes, or (iii) expose any party to this Agreementthe Master Servicer, any Sellerthe Special Servicer, any Underwriter or Initial Purchaserthe Certificate Administrator, any Sub-Servicer or the Depositor, the Trust Advisor, the Trust Fund or the Trustee or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master Special Servicer’s, the Special Master Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s responsibilities under this Agreement. In addition, ; and neither the Special Servicer nor the Master Servicer nor the Special Servicer will shall follow any such advice, direction or objection if given by the Controlling Subordinate Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(ivi) – (iv) of the preceding this sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. The Master Servicer, with respect to litigation involving non-non Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans and the enforcement of the obligations of a Mortgagor under the related Specially Serviced Mortgage Loan documents, and in each case where the Master Servicer or the Special Servicer, as applicable, contemplates availing itself of indemnification as provided for under this Agreement, shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, with respect to any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims or litigation, the Master Servicer or Special Servicer, as applicable, shall promptly notify the Controlling Class Representative (during any Subordinate Control Period or any Collective Consultation Period) and the Special Servicer (in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation, litigation and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Litigation Control and the implementation thereof and (ii) any decision to agree to or propose any terms of settlement, and shall, during any Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consentconsent (or its deemed approval or consent as provided below). During any Subordinate Control Period and subject to the Servicing Standard, the Master Servicer or the Special Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided that such notice to the Controlling Class Representative and the Controlling Class Representative has not objected in writing within five (5) Business Days of receipt of such notice and all information that the Controlling Class Representative has reasonably requested with respect thereto. The Controlling Class Representative shall be deemed to have approved such decisions, such development or the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business five (5)-Business Day period. Notwithstanding the foregoing, if the Master Servicer or the Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) and Master Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Class Representative’s response. Notwithstanding anything contained herein to the contrarycontrary and only upon agreement with the Special Servicer as to the scope of services and compensation, with respect to any Litigation Control relating to a non-Specially Serviced Mortgage Loan that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, after receiving the required notice from the Master Servicer or Special Servicer as set forth above that the Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Class Representative (during any Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct the Master Servicer in writing that such Litigation Control be exercised by the Special Servicer; provided, provided that the Controlling Class Representative or the Special Servicer in accordance with the Servicing Standard, as applicable, has determined and advised the Master Servicer that the Master Servicer’s actions with respect to such obligations are indemnifiable under this Agreement, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until the date such Litigation Control is so transferred and is not otherwise paid to the Master Servicer pursuant to this Agreement) shall be payable by the Trust. Notwithstanding the foregoing, no advice, direction or objection of, or consent given or withheld by, the Controlling Class Representative shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan document, any Intercreditor Agreement or similar agreement, applicable law or any provision of this Agreement, including the Master Servicer’s and Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents and to maintain the REMIC status of any REMIC created under this Agreement, or (ii) result in an Adverse REMIC Event with respect to any REMIC created under this Agreement or an Adverse Grantor Trust Event with respect to the Grantor Trust or have adverse tax consequences for the Trust Fund, or (iii) expose any party to this Agreement, any Seller, any Underwriter or Initial Purchaser, any Sub-Servicer or the Trust Fund or any of their respective Affiliates, officers, directors, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the responsibilities of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Trustee’s Trustee or the Trust Advisor’s responsibilities Advisor under this Agreement. In addition, neither the Master Servicer nor the Special Servicer will follow any such advice, direction or objection if given by the Controlling Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding sentence. Notwithstanding anything herein to the contrary, the Master Servicer or the Special Servicer, as applicable, shall retain the right to make all determinations relating to any claims or judgments against the Master Servicer or the Special Servicer, as applicable, including but not limited to the right to engage separate counsel in the reasonable discretion of the Master Servicer or the Special Servicer’s reasonable discretion, as applicable, the cost of which shall be subject to indemnification hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer Servicer, as applicable, shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, (C) settle any claim giving rise to liability to the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or (CD) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. (a) The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans Loans, and the enforcement of the obligations of a Mortgagor under the related Master Servicer with respect to litigation involving non-Specially Serviced Mortgage Loan documentsLoans, and and, in each case where either case, if the Master Special Servicer or the Special Master Servicer, as applicable, contemplates availing itself of indemnification as provided for under Section 6.03 of this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (i) the enforcement of the obligations of a Borrower under the related Mortgage Loan Documents and (ii) any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to the servicing of any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims claim or litigation that falls within the scope of Litigation Control and is of a material nature (a “Material Litigation Control Matter”), the Special Servicer or Master Servicer shall promptly notify the Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) of such claim or litigation. (b) In connection with any Material Litigation Control Matter, the Master Special Servicer or Special the Master Servicer, as applicable, shall promptly notify the Controlling Class Representative (during submit any Subordinate Control Period decision to commence any proceeding or any Collective Consultation Period) and the Special Servicer (similar action in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation, and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Material Litigation Control and the implementation thereof and (ii) Matter or any decision to agree to or propose any terms of settlement, and shall, settlement in a Material Litigation Control Matter to the Subordinate Class Representative (during any a Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During consent (or its deemed approval or deemed consent as provided below) and notice of any Subordinate Control Period and subject such decision to the Servicing Standardrelated Serviced Pari Passu Companion Loan Holder if such matter affects the related Serviced Pari Passu Companion Loan. Subject to Section 3.32(e), if and as applicable, the Master Special Servicer or the Special Master Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified in writing the Controlling Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Controlling Subordinate Class Representative (during a Subordinate Control Period) has not objected in writing within five (5) Business Days of receipt of such notice and receipt of all information that the Controlling Subordinate Class Representative has reasonably requested with respect theretothereto promptly following its receipt of such notice. The Controlling If such written objection has not been received by the Special Servicer or Master Servicer, as applicable, within such 5-Business Day period, then the Subordinate Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoingaction; provided that, if the Master Special Servicer or the Special Master Servicer, as applicable, determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders (as and, with respect to a collective whole) and Master Serviced Loan Combination, the related Companion Loan Holders, the Special Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Subordinate Class Representative’s response; provided that the Special Servicer or Master Servicer, as applicable, has confirmation that the Subordinate Class Representative has received notice of such action in writing. Nothing in this Section 3.32 shall be construed to alter, modify, limit or expand the Trust Advisor’s duties, rights and obligations in this Agreement, including, without limitation, in Sections 3.24, 3.28, 6.03 and 6.05, and the Trust Advisor shall not be required to review the actions of the Special Servicer with respect to the Special Servicer’s Litigation Control unless such review is otherwise related to the performance of the Trust Advisor’s duties, rights and obligations in respect of a Final Asset Status Report and/or Asset Status Report. (c) Notwithstanding anything contained herein to the contrary, with respect to any Material Litigation Control Matter otherwise required to be exercised hereunder by the Master Servicer relating to a non-Specially Serviced Mortgage Loan or Loan Combination that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, but subject to Section 3.32(d), after receiving the required notice from the Master Servicer or Special Servicer set forth above that the Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Subordinate Class Representative (during any a Subordinate Control Period) or may direct the Master Servicer and the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control nevertheless be exercised by the Special Servicer; provided, however, that the Controlling Class Representative or the Special Servicer in accordance (with the Servicing Standard, as applicable, consent of the Subordinate Class Representative (during a Subordinate Control Period)) has determined and advised the Master Servicer that (and the Master Servicer’s Servicer has reasonably concurred) that its actions with respect to such obligations are indemnifiable under this AgreementSection 6.03 hereof, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until such date of transfer of Litigation Control to the date Special Servicer) arising from the related legal action or claim underlying such Litigation Control is so transferred and is not otherwise paid to the Master Servicer pursuant to Section 6.03 of this Agreement) Agreement shall be payable by the Trust. Trust Fund; provided, further, so as long as the Trust Fund and any applicable Other Trustee are fully indemnified and/or made whole with respect to the related legal action or claim underlying such Litigation Control from recoveries with respect to such legal action or claim, the Majority Subordinate Certificateholder shall be reimbursed up to the amount of compensation paid to the Special Servicer for assuming and handling such Litigation Control but only to the extent that such recoveries exceed the amount necessary to fully indemnify and make the Trust Fund whole. (d) Notwithstanding the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control) in their individual capacity, or if any judgment is rendered against the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control) in their individual capacity, the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control), as the case may be, upon prior written notice to the Master Servicer or the Special Servicer (i.e., the party with Litigation Control), as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Borrower under the related loan documents or otherwise relating to the servicing of a Mortgage Loan, Loan Combination or Mortgaged Property, neither the Master Servicer nor the Special Servicer, as applicable, shall, without the prior written consent of the Trustee or the Certificate Administrator, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee or the Certificate Administrator, whether in such capacity or individually, (B) engage counsel to represent the Trustee or the Certificate Administrator, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Trustee or the Certificate Administrator to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator or the Trustee, as applicable, to grant such consent); and (iii) if any court finds that the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control) is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan or Loan Combination, the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer or the Special Servicer shall each have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim). Subject to the rights of the Subordinate Class Representative under this Section 3.32, nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer, as applicable, from initiating any Litigation Control-related action, suit, litigation or proceeding in its name as a representative of the Trust Fund. (e) Notwithstanding anything herein to the contrary, no advice, direction or direction, objection of, or consent given or withheld by, by the Controlling Subordinate Class Representative shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, Servicer to violate the terms any provision of any Mortgage Loan documentDocuments, any related Intercreditor Agreement Agreement, any related intercreditor, co-lender or similar agreement, applicable law law, this Agreement or any provision of this Agreementthe REMIC Provisions, including without limitation, the Master Servicer’s and or the Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents Documents, and to maintain the REMIC status of any REMIC created under this AgreementTrust REMIC, or (ii) result in an Adverse the imposition of a tax on any Trust REMIC Event with respect to under the REMIC Provisions or cause any REMIC created under this Agreement Pool to fail to qualify as a REMIC or an Adverse Grantor Trust Event with respect to cause the Grantor Trust or have adverse to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax consequences for the Trust Fundpurposes, or (iii) expose any party to this Agreementthe Master Servicer, any Sellerthe Special Servicer, any Underwriter or Initial Purchaserthe Certificate Administrator, any Sub-Servicer or the Depositor, the Trust Advisor, the Trust Fund or the Trustee or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master Special Servicer’s, the Special Master Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s responsibilities under this Agreement. In addition, ; and neither the Special Servicer nor the Master Servicer nor the Special Servicer will shall follow any such advice, direction or objection if given by the Controlling Subordinate Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(ivi) – (iv) of the preceding this sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans Loans, and the enforcement of the obligations of a Mortgagor under the related Specially Serviced Mortgage Loan documentsMaster Servicer, with respect to litigation involving Performing Loans, and in each case where the Master Servicer or the Special Servicer, as applicable, applicable servicer contemplates availing itself or the Trustee on behalf of the Trust Fund of indemnification as provided for under this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation ("Litigation Control") relating to (a) the enforcement of the obligations of a Borrower under the related loan documents and (b) any action brought by the Mortgagor against the Trust Fund or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”)Loan. Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any such claims or litigation, the Master Servicer shall immediately notify the Directing Certificateholder and the Trustee of such claims or litigation. In addition, the Master Servicer shall prepare and submit a monthly status report regarding any Litigation Control matter to the Directing Certificateholder. Notwithstanding the foregoing, each of the Special Servicer and the Master Servicer, as applicable, shall promptly notify the Controlling Class Representative (during any Subordinate Control Period or any Collective Consultation Period) and the Special Servicer (in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation, and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative Directing Certificateholder and the Trustee advised of any material development concerning Litigation Control, including, including without limitation, limitation (i) any material decision concerning Litigation Control and the implementation thereof and (ii) any decision to agree to or propose any terms of settlement, and shall, during any Subordinate Control Period, shall submit (in written form) any such development or decision to the Controlling Class Representative Directing Certificateholder for its approval or consent. During any Subordinate Control Period and subject Subject to the Servicing Standardsecond to last paragraph of this Section 3.30, the Special Servicer or the Master Servicer or the Special Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified in writing the Controlling Class Representative Directing Certificateholder and the Controlling Class Representative Directing Certificateholder has not objected in writing within five (5) Business Days of receipt of such notice having been notified thereof and having been provided with all information that the Controlling Class Representative Directing Certificateholder has reasonably requested with respect thereto. The Controlling Class Representative thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has not been received by the Special Servicer or the Master Servicer, as applicable, within such five Business Day period, then the Directing Certificateholder shall be deemed to have approved the taking of such action if such written objection has not been received by action); provided that, in the Master event that the Special Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoing, if the Master Servicer or the Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) and Master ), the Special Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Class Representative’s responseresponse of the Directing Certificateholder; provided that the Special Servicer or the Master Servicer, as applicable, has reasonably determined that the Directing Certificateholder has received notice of such action in writing. Notwithstanding anything contained herein to the contrary, with With respect to any Litigation Control otherwise required to be exercised hereunder by the Master Servicer relating to a non-Specially Serviced Mortgage Loan that has either either: (i) been satisfied or paid in full, full or (ii) as to which a Final Recovery Determination has been made, after receiving the required notice from the Master Servicer or Special Servicer set forth above that the Master Servicer or Special Servicer, as applicable, it became aware of or was named in any such claims or litigation, the Controlling Class Representative (during any Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) Directing Certificateholder may direct in writing that the such Litigation Control nevertheless be exercised by the Special Servicer; provided, that the Controlling Class Representative or provided that: (a) the Special Servicer in accordance has determined, consistent with the Servicing Standard, as applicable, has determined and advised the Master Servicer that the Master Servicer’s its actions with respect to such obligations are indemnifiable under this Agreement(including without limitation settlements) (i) would be in the best interests of the Certificateholders and, and accordinglyin the case of any Whole Loan, the related Companion Loan Holder (as a collective whole), (ii) do not require any loss, admission of liability or expense (including legal fees and expenses incurred up until wrongdoing on the date such Litigation Control is so transferred and is not otherwise paid to part of the Master Servicer pursuant to this Agreement(or Wells Fargo Bank, N.A. as Sub-Servicer, if applicable)and (iii) shall be are fulxx xxdemnifiable (including without limitation on behalf of the Master Servicer) under Section 6.03 and payable by the Trust; (b) all costs and fees incurred in defending and settling the claims (including without limitation on behalf of the Master Servicer) are indemnified expenses under Section 6.03; and (c) with respect to a settlement, the Special Servicer has reasonably consulted with the Master Servicer prior to such settlement. Notwithstanding the foregoing, no advice, direction or objection of, or consent withheld by, of the Controlling Class Representative Directing Certificateholder shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan documentor any related intercreditor, any Intercreditor Agreement co-lender or similar agreement, applicable law or any provision of this Agreement, including the Special Servicer's and the Master Servicer’s and Special Servicer’s 's obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents and to maintain the REMIC status of any each of REMIC created under this AgreementI and REMIC II, or (ii) result in an Adverse REMIC Event with respect to any either of REMIC created under this Agreement I or REMIC II or an Adverse Grantor Trust Event with respect to the Grantor Trust or have adverse tax consequences for Trust, (iii) expose the Master Servicer, the Special Servicer, the Depositor, the Mortgage Loan Seller, the Trust Fund, the Trustee or (iii) expose any party to this Agreement, any Seller, any Underwriter or Initial Purchaser, any Sub-Servicer or the Trust Fund or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Special Servicer's or the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s 's responsibilities under this Agreement. In addition, ; and neither the Master Special Servicer nor the Special Master Servicer will follow any such advice, direction or objection if given by the Controlling Class Representative, Directing Certificateholder or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding sentence. Notwithstanding anything herein to the contraryforegoing, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments against the Master Servicer, including but not limited to the right to engage separate counsel (a) in the Master Servicer’s reasonable discretion, the cost of which shall be subject to indemnification hereunder. Notwithstanding anything herein to the contrary, (i) if event that any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if in the event that any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (iib) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor Mortgagor under the related loan documents or otherwise relating to a Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged PropertiesProperty, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, (Ai) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, whether in such capacity or individually, (Bii) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, or (Ciii) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent)state; and (iiic) if in the event that any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. (a) The applicable Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans that it is servicing, and the applicable Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than that it is servicing, and, in either case, if any Non-Serviced Mortgage Loan), and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans and the enforcement of the obligations of a Mortgagor under the related Specially Serviced Mortgage Loan documents, and in each case where the Master Servicer or the Special Master Servicer, as applicable, contemplates availing itself of indemnification as provided for under Section 6.03 of this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (i) the enforcement of the obligations of a Borrower under the related Mortgage Loan Documents and (ii) any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to the servicing of any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims claim or litigationlitigation that falls within the scope of Litigation Control and is of a material nature (a “Material Litigation Control Matter”), the Master applicable Special Servicer or Special applicable Master Servicer, as applicable, shall promptly notify the Controlling Subordinate Class Representative (during any a Subordinate Control Period or any Collective Consultation Period) and the Special Servicer Trust Advisor (in the case of the Master Servicer) during any Collective Consultation Period and the Master Servicer (in the case of the Special Servicerany Senior Consultation Period) of such claims claim or litigation. (b) In connection with any Material Litigation Control Matter, and the applicable Special Servicer or the applicable Master Servicer and the Special Servicer, as applicable, shall prepare and submit any decision to commence any proceeding or similar action in a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Material Litigation Control and the implementation thereof and (ii) Matter or any decision to agree to or propose any terms of settlement, and shall, settlement in a Material Litigation Control Matter to the Subordinate Class Representative (during any a Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During consent (or its deemed approval or deemed consent as provided below) and notice of any Subordinate Control Period and subject such decision to the Servicing Standardrelated Pari Passu Companion Loan holder if such matter affects the related Pari Passu Companion Loan. Subject to Section 3.31(e), if and as applicable, the Master applicable Special Servicer or the Special applicable Master Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified in writing the Controlling Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Controlling Subordinate Class Representative (during a Subordinate Control Period) has not objected in writing within five (5) Business Days of receipt of such notice having been notified thereof and having been provided with all information that the Controlling Subordinate Class Representative has reasonably requested with respect thereto. The Controlling thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has not been received by the applicable Special Servicer or applicable Master Servicer, as applicable, within such 5-Business Day period, then the Subordinate Class Representative shall be deemed to have approved the taking of such action action); provided that, if such written objection has not been received by the Master applicable Special Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoing, if the applicable Master Servicer or the Special Servicer, as applicable, determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders (as and, with respect to a collective whole) and Master Serviced Loan Combination, the related Companion Loan Holders, the applicable Special Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the applicable Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Subordinate Class Representative’s response; provided that the applicable Special Servicer or the applicable Master Servicer, as applicable, has confirmation that the Subordinate Class Representative has received written notice of such action. Nothing in this Section 3.31 shall be construed to alter, modify, limit or expand the Trust Advisor’s duties, rights and obligations in this Agreement, including, without limitation, in Sections 3.24, 3.28, 6.03 and 6.05, and the Trust Advisor shall not be required to review the actions of the applicable Special Servicer with respect to the applicable Special Servicer’s Litigation Control unless such review is otherwise related to the performance of the Trust Advisor’s duties, rights and obligations in respect of a Final Asset Status Report and/or Asset Status Report. (c) Notwithstanding anything contained herein to the contrary, and subject to agreement between the applicable Special Servicer and the Subordinate Class Representative as to scope of services and compensation to be paid to such Special Servicer by the Majority Subordinate Certificateholder, with respect to any Litigation Control otherwise required to be exercised hereunder by the applicable Master Servicer relating to a non-Specially Serviced Mortgage Loan or Loan Combination that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, but subject to Section 3.31(d), after receiving the required notice from the applicable Master Servicer or Special Servicer set forth above that the applicable Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Subordinate Class Representative (during any a Subordinate Control Period) or may direct the applicable Master Servicer and the applicable Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control nevertheless be exercised by the applicable Special Servicer; provided, however, that the Controlling applicable Special Servicer (with the consent of the Subordinate Class Representative or the Special Servicer in accordance with the Servicing Standard, as applicable, (during a Subordinate Control Period)) has determined and advised the applicable Master Servicer (and the applicable Master Servicer has reasonably concurred) that the Master Servicer’s its actions with respect to such obligations are indemnifiable under this AgreementSection 6.03 hereof, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until such date of transfer of Litigation Control to the date applicable Special Servicer) arising from the related legal action or claim underlying such Litigation Control is so transferred and is not otherwise paid to the applicable Master Servicer pursuant to Section 6.03 of this Agreement) Agreement shall be payable by the Trust. Notwithstanding Trust Fund; provided, further, so as long as the foregoing, no advice, direction or objection of, or consent withheld by, the Controlling Class Representative shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan document, any Intercreditor Agreement or similar agreement, applicable law or any provision of this Agreement, including the Master Servicer’s and Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents and to maintain the REMIC status of any REMIC created under this Agreement, or (ii) result in an Adverse REMIC Event with respect to any REMIC created under this Agreement or an Adverse Grantor Trust Event Fund is fully indemnified and/or made whole with respect to the Grantor Trust related legal action or have adverse tax consequences claim underlying such Litigation Control from recoveries with respect to such legal action or claim, the Majority Subordinate Certificateholder shall be reimbursed up to the amount of compensation paid to the Special Servicer for assuming and handling such Litigation Control but only to the Trust Fund, or (iii) expose any party extent that such recoveries exceed the amount necessary to this Agreement, any Seller, any Underwriter or Initial Purchaser, any Sub-Servicer or fully indemnify and make the Trust Fund or any of their respective Affiliates, officers, directors, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or whole. (ivd) materially expand Notwithstanding the scope of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s responsibilities under this Agreement. In addition, neither the Master Servicer nor the Special Servicer will follow any such advice, direction or objection if given by the Controlling Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contraryforegoing, (i) if any action, suit, litigation or proceeding names the Trustee, the Trust Advisor, the Certificate Administrator, the Trustee applicable Master Servicer (if such party does not have Litigation Control) or the Custodian, as applicable, applicable Special Servicer (if such party does not have Litigation Control) in its their individual capacity, or if any judgment is rendered against the Certificate AdministratorTrustee, the Trustee or the Custodian, as applicable, in its individual capacityTrust Advisor, the Certificate Administrator, the Trustee applicable Master Servicer (if such party does not have Litigation Control) or the Custodianapplicable Special Servicer (if such party does not have Litigation Control) in their individual capacity, the Trustee, the Trust Advisor, the Certificate Administrator, the applicable Master Servicer (if such party does not have Litigation Control) or the applicable Special Servicer (if such party does not have Litigation Control), as applicablethe case may be, upon prior written notice to the applicable Master Servicer or the applicable Special ServicerServicer with Litigation Control, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor Borrower under the related Mortgage Loan documents, loan documents or otherwise directly relating to one or more the servicing of a Mortgage Loans Loan, Loan Combination or Mortgaged PropertiesProperty, neither of the applicable Master Servicer nor the applicable Special Servicer Servicer, as applicable, shall, without the prior written consent of the Certificate Administrator, the Trustee or the CustodianCertificate Administrator, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicableCertificate Administrator, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicableCertificate Administrator, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, Certificate Administrator to be registered to do business in any state (provided that neither the no Master Servicer nor the or Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee Administrator or the CustodianTrustee, as applicable, to grant such consent); and (iii) if any court finds that the Trustee, the Trust Advisor, the Certificate Administrator, the Trustee applicable Master Servicer (if such party does not have Litigation Control) or the Custodian, as applicable, applicable Special Servicer (if such party does not have Litigation Control) is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage LoanLoan or Loan Combination, the Trustee, the Trust Advisor, the Certificate Administrator, the Trustee applicable Master Servicer or the Custodian, as applicable, applicable Special Servicer shall each have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually interest (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing Subject to the rights of the Subordinate Class Representative under this Section 3.31, nothing in this paragraph shall be interpreted to preclude either the applicable Master Servicer or the applicable Special Servicer Servicer, as applicable, from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund. Notwithstanding anything herein to the contrary, no advice, direction, objection of, or consent given or withheld by the Subordinate Class Representative shall (i) require or cause any Special Servicer or Master Servicer to violate any provision of any Mortgage Loan Documents, any related Intercreditor Agreement, any related intercreditor, co-lender or similar agreement, applicable law, this Agreement or the REMIC Provisions, including without limitation, each Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan Documents, and to maintain the REMIC status of any Trust REMIC, (ii) result in the imposition of a tax on any Trust REMIC under the REMIC Provisions or cause any REMIC Pool to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes, (iii) expose any Master Servicer, any Special Servicer, the Certificate Administrator, the Depositor, the Trust Advisor, the Trust Fund or the Trustee or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such person or expose any such person to prosecution for a criminal offense, or (iv) materially expand the scope of any Special Servicer’s, any Master Servicer’s, the Trust Advisor’s, the Certificate Administrator’s or the Trustee’s responsibilities under this Agreement; and no Special Servicer or Master Servicer shall follow any such advice, direction or objection if given by the Subordinate Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of this sentence.

Litigation Control. The Special Servicer, with respect to the Specially Serviced Loans, and the Master Servicer, with respect to litigation involving non-Specially the Performing Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan)Loans, and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans and the enforcement of the obligations of a Mortgagor under the related Specially Serviced Mortgage Loan documents, and in each case where the Master Servicer or the Special Servicer, as applicable, applicable servicer contemplates availing itself of indemnification as provided for under Section 6.03 of this Agreement, the Special Servicer and the Master Servicer shall, for the benefit of the Certificateholders, have the right to direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (a) the enforcement of the obligations of a Mortgagor under the related Loan documents and (b) any action brought by the Mortgagor against the Trust or Trust, the Trustee, the Master Servicer or the Special Servicer, as applicable, Servicer with respect to any such Mortgage Loan (the foregoing rights and obligations, “"Litigation Control”"). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims claim or litigationlitigation that falls within the scope of Litigation Control, the Master Servicer or Special Servicer, as applicable, shall promptly immediately notify the Controlling Class Representative (during any Subordinate Control Period Directing Holder of such claim or any Collective Consultation Period) and the Special Servicer (in the case of the Master Servicer) and litigation. In addition, the Master Servicer (in the case of the Special Servicer) of such claims or litigation, and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation monthly status report regarding any Litigation Control matter to the 17g-5 Information Provider (subject to Section 5.7) (and Directing Holder. Notwithstanding the 17g-5 Information Provider shall promptly post same on foregoing as applicable, each of the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans)Servicer, as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, shall consult with and keep the Controlling Class Representative Directing Holder advised of any material development concerning Litigation Controldevelopment, including, without limitation, (i) any material decision concerning Litigation Control and the implementation thereof and (ii) any decision to agree to or propose any terms of settlement, and shall, during any Subordinate Control Period, shall submit (in written form) any such development or decision to the Controlling Class Representative Directing Holder for its approval or consent. During any Subordinate Control Period and subject Subject to the Servicing Standard, second to last paragraph of this Section 3.29 the Master Special Servicer or the Special Master Servicer, as applicablethe case may be, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified the Controlling Class Representative Directing Holder in writing and the Controlling Class Representative Directing Holder has not objected in writing within five (5) Business Days of receipt of such notice having been notified thereof and having been provided with all information that the Controlling Class Representative Directing Holder has reasonably requested with respect thereto. The Controlling Class Representative thereto (it being understood and agreed that if such written objection or request for information has not been received by the Special Servicer or the Master Servicer, as the case may be, within such 5 Business Day period, then the Directing Holder shall be deemed to have approved the taking of such action if such written objection has not been received by action); provided, that, in the Master event that the Special Servicer or the Special Master Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoing, if the Master Servicer or the Special Servicer, as applicablecase may be, determines that immediate action is necessary to protect the interests of the Certificateholders (as and, in the case of a collective whole) and Master Loan Group, the related holder of the Companion Loan, the Special Servicer or the Special Master Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicablecase may be, may take such action without waiting for the Controlling Class Representative’s Directing Holder's response; provided that the Special Servicer or the Master Servicer, as the case may be, has confirmation that the Directing Holder received notice of such action in writing. Notwithstanding anything contained herein to the contrary, with respect to any Litigation Control otherwise required to be exercised hereunder by the Master Servicer relating to a non-Specially Serviced Mortgage Loan that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, after receiving the required notice from the Master Servicer or Special Servicer set forth above acknowledging that the Master Servicer or Special Servicer, as applicable, it became aware of or was named in any such claims the subject claim or litigation, the Controlling Class Representative (during any Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) Directing Holder may direct in writing that such Litigation Control nevertheless be exercised by the Special Servicer; , provided, however, that the Controlling Class Representative or the Special Servicer in accordance (with the Servicing Standard, as applicable, consent of the Directing Holder) has determined and advised the Master Servicer that the Master Servicer’s its actions with respect to such obligations are indemnifiable under this AgreementSection 6.03 hereof, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until such date of transfer of Litigation Control to the date Special Servicer) arising from the related legal action or claim underlying such Litigation Control is so transferred and is not otherwise paid to the Master Servicer pursuant to this Agreement) Section 6.03 shall be payable by the Trust. Notwithstanding the foregoing, no advice, direction or objection ofgiven or made, or consent withheld bywithheld, by the Controlling Class Representative Directing Holder shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, to violate any applicable law, the terms of any Mortgage Loan documentor any related intercreditor, any Intercreditor Agreement co lender or similar agreement, applicable law or any provision of this Agreement, including the Special Servicer's or the Master Servicer’s and Special Servicer’s 's obligation to act in accordance with the Servicing Standard and or the related Mortgage Loan documents and to maintain the REMIC status of for any REMIC created under this AgreementMortgage Loan, or (ii) result in an Adverse REMIC Event with respect to any either the Upper Tier REMIC created under this Agreement or the Lower Tier REMIC or result in an Adverse Grantor Trust Event with respect to the Grantor Trust or have adverse tax consequences for the Trust Fund, or (iii) expose any party to this Agreementof the Mortgage Loan Sellers, the Depositor, the Master Servicer, the Special Servicer, the Trust Fund, the Trustee, any Sellerholder of a Companion Loan, any Underwriter or Initial Purchaser, any Sub-Servicer or the Trust Fund or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Special Servicer's or the Master Servicer’s's, the Special Servicer’sas applicable, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s responsibilities under this Agreement. In addition, and neither the Special Servicer nor the Master Servicer nor the Special Servicer will shall follow any such advice, direction direction, or objection if given by the Controlling Class Representative, Representative or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding sentence. Notwithstanding anything herein to the contraryforegoing, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments against the Master Servicer, including but not limited to the right to engage separate counsel (a) in the Master Servicer’s reasonable discretion, the cost of which shall be subject to indemnification hereunder. Notwithstanding anything herein to the contrary, (i) if event that any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if in the event that any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, 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 (but not interests; provided that the Master Servicer or the Special Servicer, as applicable, shall retain the right to otherwise directmanage and direct any such action, manage or prosecute such suit, litigation or claim)proceeding; (iib) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor Mortgagor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, (Ai) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, whether in such capacity or individually, (Bii) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, or (Ciii) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent)state; and (iiic) if in the event that any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either individually; provided that the Master Servicer or the Special Servicer from initiating Servicer, as applicable, shall retain the right to manage and direct any Litigation Control related such action, suit, litigation or proceeding in its name as a representative of the Trust Fundproceeding.

Litigation Control. (a) The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans Loans, and the enforcement of the obligations of a Mortgagor under the related Master Servicer with respect to litigation involving non- Specially Serviced Mortgage Loan documentsLoans, and in each case where the Master Servicer or the Special Servicer, as applicable, applicable servicer contemplates availing itself of indemnification as provided for under Section 6.03 of this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (i) the enforcement of the obligations of a Mortgagor under the related loan documents and (ii) any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims claim or litigationlitigation that falls within the scope of Litigation Control, the Master Servicer or Special Servicer, as applicable, shall promptly immediately notify the Controlling Class Representative (during any a Subordinate Control Period or any Collective Consultation Period) and the Special Servicer (in the case of the Master Servicer) and such claim or litigation. In addition, the Master Servicer (in the case of the Special Servicer) of such claims or litigation, and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation monthly status report regarding any Litigation Control matter to the 17g-5 Information Provider Controlling Class Representative (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any a Subordinate Control Period or any Collective Consultation Period). (b) Notwithstanding the foregoing, each of the Special Servicer and Master Servicer shall consult with and keep the Controlling Class Representative advised (during a Subordinate Control Period or Collective Consultation Period) of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Litigation Control and the implementation thereof and (ii) any decision to agree to or propose any terms of settlement, and shall, during any Subordinate Control Period, shall submit (in written form) any such development or decision to the Controlling Class Representative (during a Subordinate Control Period) for its approval or consent. During any Subordinate Control Period Subject to Section 3.31(e), if and subject to the Servicing Standardas applicable, the Master Special Servicer or the Special Master Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified in writing the Controlling Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Controlling Class Representative (during a Subordinate Control Period) has not objected in writing within five (5) Business Days of receipt of such notice having been notified thereof and having been provided with all information that the Controlling Class Representative has reasonably requested with respect thereto. The thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has not been received by the Special Servicer or Master Servicer, as applicable, within such 5-Business Day period, then the Controlling Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by action); provided that, in the Master event that the Special Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoing, if the Master Servicer or the Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) and Master ), the Special Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Class Representative’s response. ; provided that the Special Servicer or Master Servicer, as applicable, has confirmation that the Controlling Class Representative has received notice of such action in writing. (c) Notwithstanding anything contained herein to the contrary, contrary with respect to any Litigation Control otherwise required to be exercised hereunder by Master Servicer relating to a non-Specially Serviced Mortgage Loan that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, after receiving the required notice from the Master Servicer or Special Servicer set forth above that the such Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Class Representative (during any a Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that the such Litigation Control nevertheless be exercised by the Special Servicer; provided, however, that the Special Servicer (with the consent of the Controlling Class Representative or the Special Servicer in accordance with the Servicing Standard, as applicable, (during a Subordinate Control Period)) has determined and advised the Master Servicer that the Master Servicer’s its actions with respect to such obligations are indemnifiable under this AgreementSection 6.03 hereof, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until such date of transfer of Litigation Control to the date Special Servicer) arising from the related legal action or claim underlying such Litigation Control is so transferred and is not otherwise paid to the Master Servicer pursuant to Section 6.03 of this Agreement) Agreement shall be payable by the Trust. Trust Fund. (d) Notwithstanding the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Trustee or the Certificate Administrator in their individual capacity, or in the event that any judgment is rendered against the Trustee or the Certificate Administrator in their individual capacity, the Trustee or the Certificate Administrator, as the case may be, 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 (but not to direct, manage or prosecute such litigation or claim); (ii) in the event 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 loan documents 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 or the Certificate Administrator, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee or the Certificate Administrator, whether in such capacity or individually, (B) engage counsel to represent the Trustee or the Certificate Administrator, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Trustee or the Certificate Administrator to be registered to do business in any state; and (iii) in the event that any court finds that the Trustee or the Certificate Administrator 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 and the Certificate Administrator shall each have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim). (e) Notwithstanding anything herein to the contrary, no advice, direction or direction, objection of, or consent withheld by, by the Controlling Class Representative shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, Servicer to violate the terms any provision of any Mortgage Loan documentDocuments, any Intercreditor Agreement related intercreditor, co-lender or similar agreement, applicable law law, this Agreement or any provision of this Agreementthe REMIC Provisions, including without limitation the Master Servicer’s and or the Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents Documents, and to maintain the REMIC status of any REMIC created under this Agreementeach Trust REMIC, or (ii) result in an Adverse the imposition of a tax on either Trust REMIC Event with respect under the REMIC Provisions or cause either Trust REMIC to any fail to qualify as a REMIC created under this Agreement or an Adverse Grantor Trust Event with respect to the Grantor Trust or have adverse for federal income tax consequences for the Trust Fund, or purposes (iii) expose any party to this Agreementthe Master Servicer, any Sellerthe Special Servicer, any Underwriter or Initial Purchaserthe Certificate Administrator, any Sub-Servicer or the Depositor, the Trust Fund or the Trustee or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the TrusteeMaster Servicer’s or the Trust AdvisorTrustee’s responsibilities under this Agreement. In addition, ; and neither the Master Special Servicer nor the Special Master Servicer will follow any such advice, direction or objection if given by the Controlling Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding this sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. (a) The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans that it is servicing, and the enforcement of the obligations of a Mortgagor under the related Master Servicer with respect to litigation involving non-Specially Serviced Mortgage Loan documentsLoans that it is servicing, and and, in each case where either case, if the Master Special Servicer or the Special Master Servicer, as applicable, contemplates availing itself of indemnification as provided for under Section 6.03 of this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (i) the enforcement of the obligations of a Borrower under the related Mortgage Loan Documents and (ii) any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to the servicing of any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims claim or litigation that falls within the scope of Litigation Control and is of a material nature (a “Material Litigation Control Matter”), the Special Servicer or Master Servicer shall promptly notify the Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) of such claim or litigation. (b) In connection with any Material Litigation Control Matter, the Master Special Servicer or Special the Master Servicer, as applicable, shall promptly notify the Controlling Class Representative (during submit any Subordinate Control Period decision to commence any proceeding or any Collective Consultation Period) and the Special Servicer (similar action in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation, and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Material Litigation Control and the implementation thereof and (ii) Matter or any decision to agree to or propose any terms of settlement, and shall, settlement in a Material Litigation Control Matter to the Subordinate Class Representative (during any a Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During consent (or its deemed approval or deemed consent as provided below) and notice of any Subordinate Control Period and subject such decision to the Servicing Standardrelated Pari Passu Companion Loan holder if such matter affects the related Pari Passu Companion Loan. Subject to Section 3.32(e), if and as applicable, the Master Special Servicer or the Special Master Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified in writing the Controlling Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Controlling Subordinate Class Representative (during a Subordinate Control Period) has not objected in writing within five (5) Business Days of receipt of such notice and receipt of all information that the Controlling Subordinate Class Representative has reasonably requested with respect theretothereto promptly following its receipt of such notice. The Controlling If such written objection has not been received by the Special Servicer or Master Servicer, as applicable, within such 5-Business Day period, then the Subordinate Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoingaction; provided that, if the Master Special Servicer or the Special Master Servicer, as applicable, determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders (as and, with respect to a collective whole) and Master Serviced Loan Combination, the related Companion Loan Holders, the Special Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Subordinate Class Representative’s response; provided that the Special Servicer or Master Servicer, as applicable, has confirmation that the Subordinate Class Representative has received notice of such action in writing. Nothing in this Section 3.32 shall be construed to alter, modify, limit or expand the Trust Advisor’s duties, rights and obligations in this Agreement, including, without limitation, in Sections 3.24, 3.28, 6.03 and 6.05, and the Trust Advisor shall not be required to review the actions of the Special Servicer with respect to the Special Servicer’s Litigation Control unless such review is otherwise related to the performance of the Trust Advisor’s duties, rights and obligations in respect of a Final Asset Status Report and/or Asset Status Report. (c) Notwithstanding anything contained herein to the contrary, with respect to any Material Litigation Control Matter otherwise required to be exercised hereunder by the Master Servicer relating to a non-Specially Serviced Mortgage Loan or Loan Combination that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, but subject to Section 3.32(d), after receiving the required notice from the Master Servicer or Special Servicer set forth above that the Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Subordinate Class Representative (during any a Subordinate Control Period) or may direct the Master Servicer and the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control nevertheless be exercised by the Special Servicer; provided, however, that the Controlling Class Representative or the Special Servicer in accordance (with the Servicing Standard, as applicable, consent of the Subordinate Class Representative (during a Subordinate Control Period)) has determined and advised the Master Servicer that (and the Master Servicer’s Servicer has reasonably concurred) that its actions with respect to such obligations are indemnifiable under this AgreementSection 6.03 hereof, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until such date of transfer of Litigation Control to the date Special Servicer) arising from the related legal action or claim underlying such Litigation Control is so transferred and is not otherwise paid to the Master Servicer pursuant to Section 6.03 of this Agreement) Agreement shall be payable by the Trust. Trust Fund; provided, further, so as long as the Trust Fund and any applicable Other Trustee are fully indemnified and/or made whole with respect to the related legal action or claim underlying such Litigation Control from recoveries with respect to such legal action or claim, the Majority Subordinate Certificateholder shall be reimbursed up to the amount of compensation paid to the Special Servicer for assuming and handling such Litigation Control but only to the extent that such recoveries exceed the amount necessary to fully indemnify and make the Trust Fund whole. (d) Notwithstanding the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control) in their individual capacity, or if any judgment is rendered against the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control) in their individual capacity, the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control), as the case may be, upon prior written notice to the Master Servicer or the Special Servicer (i.e., the party with Litigation Control), as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Borrower under the related loan documents or otherwise relating to the servicing of a Mortgage Loan, Loan Combination or Mortgaged Property, neither the Master Servicer nor the Special Servicer, as applicable, shall, without the prior written consent of the Trustee or the Certificate Administrator, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee or the Certificate Administrator, whether in such capacity or individually, (B) engage counsel to represent the Trustee or the Certificate Administrator, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Trustee or the Certificate Administrator to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator or the Trustee, as applicable, to grant such consent); and (iii) if any court finds that the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control) is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan or Loan Combination, the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer or the Special Servicer shall each have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim). Subject to the rights of the Subordinate Class Representative under this Section 3.32, nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer, as applicable, from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund. (e) Notwithstanding anything herein to the contrary, no advice, direction or direction, objection of, or consent given or withheld by, by the Controlling Subordinate Class Representative shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, Servicer to violate the terms any provision of any Mortgage Loan documentDocuments, any related Intercreditor Agreement Agreement, any related intercreditor, co-lender or similar agreement, applicable law law, this Agreement or any provision of this Agreementthe REMIC Provisions, including without limitation, the Master Servicer’s and or the Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents Documents, and to maintain the REMIC status of any REMIC created under this AgreementTrust REMIC, or (ii) result in an Adverse the imposition of a tax on any Trust REMIC Event with respect to under the REMIC Provisions or cause any REMIC created under this Agreement Pool to fail to qualify as a REMIC or an Adverse Grantor Trust Event with respect to cause the Grantor Trust or have adverse to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax consequences for the Trust Fundpurposes, or (iii) expose any party to this Agreementthe Master Servicer, any Sellerthe Special Servicer, any Underwriter or Initial Purchaserthe Certificate Administrator, any Sub-Servicer or the Depositor, the Trust Advisor, the Trust Fund or the Trustee or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master Special Servicer’s, the Special Master Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s responsibilities under this Agreement. In addition, ; and neither the Special Servicer nor the Master Servicer nor the Special Servicer will shall follow any such advice, direction or objection if given by the Controlling Subordinate Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(ivi) – (iv) of the preceding this sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. (a) The following provisions shall apply to each Mortgage Loan or Serviced Whole Loan that is Serviced by the Midland Master Servicer: (i) The Special Servicer, with respect to litigation involving Specially Serviced Loans, and the Midland Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan)Loans, and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans and the enforcement of the obligations of a Mortgagor under the related Specially Serviced Mortgage Loan documents, and in each case where the Master Servicer or the Special Servicer, as applicable, applicable servicer contemplates availing itself of indemnification as provided for under this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (a) the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents and (b) any action brought by the Mortgagor against the Trust Fund or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to any such Mortgage Loan (the foregoing rights and obligations, “"Litigation Control”"). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any such claims or litigation, the Midland Master Servicer shall immediately notify the Controlling Class Representative of such claims or litigation. In addition, the Midland Master Servicer shall prepare and submit a monthly status report regarding any Litigation Control matter to the Controlling Class Representative. (ii) Notwithstanding the foregoing, each of the Special Servicer and the Midland Master Servicer, as applicable, shall promptly notify the Controlling Class Representative (during any Subordinate Control Period or any Collective Consultation Period) and the Special Servicer (in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation, and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, including without limitation, limitation (i) any material decision concerning Litigation Control and the implementation thereof and (ii) any decision to agree to or propose any terms of settlement, and shall, during any Subordinate Control Period, shall submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During any Subordinate Control Period Subject to Sections 3.30, 3.31, 3.32 and subject 3.34, in each case if and as applicable, and to the Servicing Standardlast paragraph of this Section 3.35(a), the Master Special Servicer or the Special Midland Master Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified in writing the Controlling Class Representative and the Controlling Class Representative has not objected in writing within five (5) Business Days of receipt of such notice having been notified thereof and having been provided with all information that the Controlling Class Representative has reasonably requested with respect thereto. The thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has not been received by the Special Servicer or the applicable Master Servicer, as applicable, within such 5-Business Day period, then the Controlling Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by action); provided that, in the Master event that the Special Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoing, if the applicable Master Servicer or the Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) and Master ), the Special Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Midland Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Directing Certificateholder's response; provided that the Special Servicer or the Midland Master Servicer, as applicable, has confirmation that the Controlling Class Representative’s response. Representative has received notice of such action in writing. (iii) Notwithstanding anything contained herein to the contrary, contrary with respect to any Litigation Control otherwise required to be exercised hereunder by the Midland Master Servicer relating to a non-Specially Serviced Mortgage Loan that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, after receiving the required notice from the Midland Master Servicer or Special Servicer set forth above that the Midland Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the initial Controlling Class Representative (during any Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that the such Litigation Control nevertheless be exercised by the Special Servicer; provided, however, that the Controlling Class Representative or and the Special Servicer in accordance with the Servicing Standard, as applicable, has Standard have determined and advised the Midland Master Servicer that the Master Servicer’s its actions with respect to such obligations are indemnifiable under this AgreementSection 6.03 hereof, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until such date of transfer of Litigation Control to the date Special Servicer) arising from the related legal action or claim underlying such Litigation Control is so transferred and is not otherwise paid to the Midland Master Servicer pursuant to Section 6.03 of this Agreement) Agreement shall be payable by the Trust. Trust at the direction of the Special Servicer. (iv) Notwithstanding the foregoing, no advice, direction or objection of, or consent withheld by, the Controlling Class Representative shall (i) require or cause the Special Servicer or the Midland Master Servicer, as applicable, to violate the terms of any Mortgage Loan documentor any related intercreditor, any Intercreditor Agreement co-lender or similar agreement, applicable law or any provision of this Agreement, including the Special Servicer's and the Midland Master Servicer’s and Special Servicer’s 's obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents for any Mortgage Loan and to maintain the REMIC status of any REMIC created under this AgreementTrust REMIC, or (ii) result in an Adverse REMIC Event with respect to any Trust REMIC created under this Agreement or an Adverse Grantor Trust Event with respect to the Grantor Trust or have adverse tax consequences for the Trust Fund, or (iii) expose any party to this Agreementof the Midland Master Servicers, the Special Servicer, the Depositor, any Sellerof the Mortgage Loan Sellers, any Underwriter or Initial Purchasersub-servicer, any Sub-Servicer or the Trust Fund Fund, the Trustee or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Special Servicer's, the Midland Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, 's or the Trustee’s or the Trust Advisor’s 's responsibilities under this Agreement. In addition, ; and neither the Master Special Servicer nor the Special Midland Master Servicer will follow any such advice, direction or objection if given by the Controlling Class Representative, Representative or initiate any such actions, that would have the effect described in clauses (i)-(iv) of this sentence. (b) The following provisions shall apply to each Mortgage Loan or Serviced Whole Loan that is Serviced by the preceding sentence. Notwithstanding anything herein Wachovia Master Servicer: (i) The Special Servicer shall, (1) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer and (2) represent the interests of the Trust in any litigation relating to the contraryrights and obligations of the Mortgagor or Mortgagee, or the enforcement of the obligations of a Borrower, under the Mortgage Loan documents ("Trust-Related Litigation"). (ii) To the extent the Wachovia 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 3.35(b)(i) above, the Wachovia Master Servicer shall (1) notify the Special Servicer of such Trust-Related Litigation within ten (10) days of the Wachovia Master Servicer receiving service of such Trust-Related Litigation; (2) provide monthly status reports to the Special Servicer, regarding such Trust-Related Litigation; (3) seek to have the Trust replace the Wachovia Master Servicer as the appropriate party to the lawsuit; and (4) so long as the Wachovia 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 however, if there are claims against the Wachovia Master Servicer and the Wachovia Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Wachovia Master Servicer. (iii) Notwithstanding the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights of the Special Servicer to direct the Wachovia Master Servicer's actions in Section 3.35(b)(iv) below, the Wachovia Master Servicer shall retain the right to make all determinations relating to any claims or judgments against the Wachovia Master Servicer, including but not limited to the right to engage separate counsel in the Wachovia Master Servicer’s 's reasonable discretion, the cost of which shall be subject to indemnification hereunderpursuant to Section 6.03. Further, nothing in this section shall require the Wachovia Master Servicer to take or fail to take any action which, in the Wachovia Master Servicer's good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Wachovia Master Servicer to liability or materially expand the scope of the Wachovia Master Servicer's obligations under this Agreement. (iv) Notwithstanding anything herein the Wachovia Master Servicer's right to make determinations relating to claims against the Wachovia Master Servicer, the Special Servicer shall have the right at any time to (1) direct the Wachovia Master Servicer to settle any claims brought against the Trust, including claims asserted against the Wachovia Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the Wachovia Master Servicer relating to claims against the Wachovia 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 Wachovia Master Servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Wachovia Master Servicer is and shall be indemnified pursuant to Section 6.03 hereof for all costs and expenses of the Wachovia Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Wachovia Master Servicer at the direction of the Special Servicer shall be deemed (as to the contraryWachovia Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Wachovia Master Servicer with assurance reasonably satisfactory to the Wachovia Master Servicer as to the items on clauses (A), (B) and (C) . (v) In the event both the Wachovia Master Servicer and the Special Servicer or Trust are named in litigation, the Wachovia Master Servicer and the Special Servicer shall cooperate with each other to afford the Wachovia Master Servicer and the Special Servicer the rights afforded to such party in this Section 3.35(b). (vi) This Section 3.35(b) shall not apply in the event the Special Servicer authorizes the Wachovia Master Servicer, and the Wachovia Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust. (c) Notwithstanding the foregoing, (i) if in the event that any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if in the event that any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, upon prior written notice to the applicable 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 (but not to otherwise direct, manage or prosecute such litigation or claim); , (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, Mortgagor or guarantor or other obligor under the related Mortgage Loan documents, documents or otherwise directly relating to one or more a Mortgage Loans Loan or Mortgaged PropertiesProperty, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Midland Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness failure of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); , and (iii) if in the event that any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually interest (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans Loans, and the enforcement of the obligations of a Mortgagor under the related Specially Master Servicer, with respect to litigation involving Performing Serviced Mortgage Loan documentsLoans, and in each case where the Master Servicer or the Special Servicer, as applicable, applicable servicer contemplates availing itself or the Trustee on behalf of the Trust Fund of indemnification as provided for under this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation ("Litigation Control") relating to (a) the enforcement of the obligations of a Borrower under the related loan documents and (b) any action brought by the Mortgagor against the Trust Fund or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”)Loan. Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any such claims or litigation, the Master Servicer shall immediately notify the Directing Certificateholder and the Trustee of such claims or litigation. In addition, the Master Servicer shall prepare and submit a monthly status report regarding any Litigation Control matter to the Directing Certificateholder. Notwithstanding the foregoing, each of the Special Servicer and the Master Servicer, as applicable, shall promptly notify the Controlling Class Representative (during any Subordinate Control Period or any Collective Consultation Period) and the Special Servicer (in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation, and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative Directing Certificateholder and the Trustee advised of any material development concerning Litigation Control, including, including without limitation, limitation (i) any material decision concerning Litigation Control and the implementation thereof and (ii) any decision to agree to or propose any terms of settlement, and shall, during any Subordinate Control Period, shall submit (in written form) any such development or decision to the Controlling Class Representative Directing Certificateholder for its approval or consent. During any Subordinate Control Period and subject Subject to the Servicing Standardsecond to last paragraph of this Section 3.30, the Special Servicer or the Master Servicer or the Special Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified in writing the Controlling Class Representative Directing Certificateholder and the Controlling Class Representative Directing Certificateholder has not objected in writing within five (5) Business Days of receipt of such notice having been notified thereof and having been provided with all information that the Controlling Class Representative Directing Certificateholder has reasonably requested with respect thereto. The Controlling Class Representative thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has not been received by the Special Servicer or the Master Servicer, as applicable, within such five-Business Day period, then the Directing Certificateholder shall be deemed to have approved the taking of such action if such written objection has not been received by action); provided that, in the Master event that the Special Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoing, if the Master Servicer or the Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) and Master ), the Special Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Class Representative’s responseresponse of the Directing Certificateholder; provided that the Special Servicer or the Master Servicer, as applicable, has reasonably determined that the Directing Certificateholder has received notice of such action in writing. Notwithstanding anything contained herein to the contrary, with With respect to any Litigation Control otherwise required to be exercised hereunder by the Master Servicer relating to a non-Specially Serviced Mortgage Loan that has either either: (i) been satisfied or paid in full, full or (ii) as to which a Final Recovery Determination has been made, after receiving the required notice from the Master Servicer or Special Servicer set forth above that the Master Servicer or Special Servicer, as applicable, it became aware of or was named in any such claims or litigation, the Controlling Class Representative (during any Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) Directing Certificateholder may direct in writing that the such Litigation Control nevertheless be exercised by the Special Servicer; provided, that the Controlling Class Representative or provided that: (a) the Special Servicer in accordance has determined, consistent with the Servicing Standard, as applicable, has determined and advised the Master Servicer that the Master Servicer’s its actions with respect to such obligations are indemnifiable under this Agreement(including without limitation settlements) (i) would be in the best interests of the Certificateholders and, and accordinglyin the case of the One Stamford Forum Whole Loan, the One Stamford Forum Note B Holder (as a collective whole), (ii) do not require any loss, admission of liability or expense (including legal fees and expenses incurred up until wrongdoing on the date such Litigation Control is so transferred and is not otherwise paid to part of the Master Servicer pursuant to this Agreementand (iii) shall be are fully indemnifiable (including without limitation on behalf of the Master Servicer) under Section 6.03 and payable by the Trust; (b) all costs and fees incurred in defending and settling the claims (including without limitation on behalf of the Master Servicer) are indemnified expenses under Section 6.03; and (c) with respect to a settlement, the Special Servicer has reasonably consulted with the Master Servicer prior to such settlement. Notwithstanding the foregoing, no advice, direction or objection of, or consent withheld by, of the Controlling Class Representative Directing Certificateholder shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan documentor any related intercreditor, any Intercreditor Agreement co-lender or similar agreement, applicable law or any provision of this Agreement, including the Special Servicer's and the Master Servicer’s and Special Servicer’s 's obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents and to maintain the REMIC status of any each of REMIC created under this AgreementI and REMIC II, or (ii) result in an Adverse REMIC Event with respect to any either of REMIC created under this Agreement I or REMIC II or an Adverse Grantor Trust Event with respect to the Grantor Trust or have adverse tax consequences for Trust, (iii) expose the Master Servicer, the Special Servicer, the Depositor, the Mortgage Loan Seller, the Trust Fund, the Trustee or (iii) expose any party to this Agreement, any Seller, any Underwriter or Initial Purchaser, any Sub-Servicer or the Trust Fund or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Special Servicer's or the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s 's responsibilities under this Agreement. In addition, ; and neither the Master Special Servicer nor the Special Master Servicer will follow any such advice, direction or objection if given by the Controlling Class Representative, Directing Certificateholder or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contraryforegoing, (i) if in the event that any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if in the event that any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); , (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor Mortgagor under the related loan documents or otherwise relating to a Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged PropertiesProperty, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administratorstate, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if in the event that any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually interest (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. (a) The following provisions shall apply to each Mortgage Loan or Loan Combination that is serviced by Master Servicer No. 1: (i) The Special Servicer, with respect to litigation involving Specially Serviced Loans, and Master Servicer No. 1, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan)Loans, and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans and the enforcement of the obligations of a Mortgagor under the related Specially Serviced Mortgage Loan documents, and in each case where the Master Servicer or the Special Servicer, as applicable, applicable servicer contemplates availing itself of indemnification as provided for under this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (a) the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents and (b) any action brought by the Mortgagor against the Trust Fund or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to any such Mortgage Loan (the foregoing rights and obligations, “"Litigation Control”"). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any such claims or litigation, the Master Servicer No.1 shall immediately notify the Controlling Class Representative of such claims or litigation. In addition, Master Servicer No.1 shall prepare and submit a monthly status report regarding any Litigation Control matter to the Controlling Class Representative. (ii) Notwithstanding the foregoing, each of the Special ServicerServicer and Master Servicer No. 1, as applicable, shall promptly notify the Controlling Class Representative (during any Subordinate Control Period or any Collective Consultation Period) and the Special Servicer (in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation, and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, including without limitation, limitation (i) any material decision concerning Litigation Control and the implementation thereof and (ii) any decision to agree to or propose any terms of settlement, and shall, during any Subordinate Control Period, shall submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During any Subordinate Control Period Subject to Section [3.28], if and subject as applicable, and to the Servicing Standardlast paragraph of this Section 3.29(a), the Special Servicer or Master Servicer or the Special ServicerNo. 1, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified in writing the Controlling Class Representative and the Controlling Class Representative has not objected in writing within five (5) Business Days of receipt of such notice having been notified thereof and having been provided with all information that the Controlling Class Representative has reasonably requested with respect thereto. The thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has not been received by the Special Servicer or the applicable Master Servicer, as applicable, within such 5-Business Day period, then the Controlling Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by action); provided that, in the Master event that the Special Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoing, if the applicable Master Servicer or the Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) and ), the Special Servicer or Master Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special ServicerNo. 1, as applicable, may take such action without waiting for the Controlling Class Representative’s 's response; provided that the Special Servicer or Master Servicer No. 1, as applicable, has confirmation that the Controlling Class Representative has received notice of such action in writing. (iii) Notwithstanding anything contained herein to the contrary, contrary with respect to any Litigation Control otherwise required to be exercised hereunder by Master Servicer No. 1 relating to a non-Specially Serviced Mortgage Loan that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, after receiving the required notice from the Master Servicer or Special Servicer No. 1 set forth above that the Master Servicer or Special Servicer, as applicable, No. 1 became aware of or was named in any such claims or litigation, the initial Controlling Class Representative (during any Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that the such Litigation Control nevertheless be exercised by the Special Servicer; provided, however, that the Controlling Class Representative or and the Special Servicer in accordance with the Servicing Standard, as applicable, has Standard have determined and advised the Master Servicer No. 1 that the Master Servicer’s its actions with respect to such obligations are indemnifiable under this AgreementSection 6.03 hereof, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until such date of transfer of Litigation Control to the date Special Servicer) arising from the related legal action or claim underlying such Litigation Control is so transferred and is not otherwise paid to the Master Servicer No. 1 pursuant to Section 6.03 of this Agreement) Agreement shall be payable by the Trust. Trust at the direction of the Special Servicer. (iv) Notwithstanding the foregoing, no advice, direction or objection of, or consent withheld by, the Controlling Class Representative shall (i) require or cause the Special Servicer or the Master ServicerServicer No. 1, as applicable, to violate the terms of any Mortgage Loan documentor any related intercreditor, any Intercreditor Agreement co-lender or similar agreement, applicable law or any provision of this Agreement, including the Master Servicer’s and Special Servicer’s 's and Master Servicer No. 1's obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents for any Mortgage Loan and to maintain the REMIC status of any REMIC created under this AgreementREMIC, or (ii) result in an Adverse REMIC Event with respect to any REMIC created under this Agreement or an Adverse Grantor Trust Event with respect to the Grantor Trust or have adverse tax consequences for the Trust Fund, or (iii) expose any party to this Agreementof the Master Servicers, the Special Servicer, the Depositor, any Sellerof the Mortgage Loan Sellers, any Underwriter or Initial Purchasersubservicer, any Sub-Servicer or the Trust Fund Fund, the Trustee or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master Servicer’s, the Special Servicer’s's, the Certificate Administrator’s, Master Servicer No. 1's or the Trustee’s or the Trust Advisor’s 's responsibilities under this Agreement. In addition, ; and neither the Master Servicer nor the Special Servicer nor Master Servicer No. 1 will follow any such advice, direction or objection if given by the Controlling Class Representative, Representative or initiate any such actions, that would have the effect described in clauses (i)-(iv) of this sentence. (b) The following provisions shall apply to each Mortgage Loan or Loan Combination that is Serviced by Master Servicer No. 2: (i) The Special Servicer shall, (1) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer and (2) represent the interests of the Trust in any litigation relating to the rights and obligations of the Mortgagor or Mortgagee, or the enforcement of the obligations of a Borrower, under the Mortgage Loan Documents ("Trust-Related Litigation"). (ii) To the extent either 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 the preceding sentence. Notwithstanding anything herein to the contraryparagraph, the subject Master Servicer shall retain (1) notify the right Special Servicer of such Trust Related Litigation within ten (10) days of such Master Servicer receiving service of such Trust Related Litigation; (2) provide monthly status reports to make all determinations relating the Special Servicer, regarding such Trust-Related Litigation; (3) seek to any claims or judgments against have the Trust replace such Master ServicerServicer as the appropriate party to the lawsuit; and (4) so long as such 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 right to engage selection of counsel, provided, however, if there are claims against such Master Servicer and such Master Servicer has not determined that separate counsel in the is required for such claims, such counsel shall be reasonably acceptable to such Master Servicer’s reasonable discretion, . (iii) Notwithstanding the cost rights of which shall be subject to indemnification hereunder. Notwithstanding anything herein to the contrarySpecial Servicer otherwise set forth above and below, (i) if the Special Servicer shall provide the applicable Master Servicer with copies of any notices, process and/or pleadings submitted and/or filed in any such action, suit, litigation or proceeding; (ii) the applicable Master Servicer may retain its own counsel, whose reasonable costs shall be paid by the Trust to the extent provided under Section 6.03, and appear in any action, suit, litigation or proceeding on its own behalf in order to represent, protect and defend its interests; and (iii) the applicable Master Servicer shall have the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the applicable Master Servicer or otherwise materially and adversely affect the applicable Master Servicer, including, but not limited to, damage to the applicable Master Servicer's reputation as a master servicer. Further, nothing in this section shall require either Master Servicer to take or fail to take any action which, in the subject Master Servicer's good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or (2) subject such Master Servicer to material liability or materially expand the scope of such Master Servicer's obligations under this Agreement. (iv) Subject to the rights of the applicable Master Servicer set forth above and below in this subsection (b), the Special Servicer shall (1) have the right at any time to direct the applicable Master Servicer to settle any Trust-Related Litigation brought against the Trust, including claims asserted against such Master Servicer (whether or not the Trust or the Special Servicer is named in any such Trust-Related Litigation) and (2) otherwise reasonably direct the actions of such Master Servicer relating to Trust-Related Litigation (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 of liability or wrongdoing on the part of such Master Servicer or otherwise materially and adversely affect such Master Servicer, including, but not limited to, damage to such Master Servicer's reputation as a master servicer, (B) the cost of such settlement on any resulting judgment is and shall be paid by the Trust, and such Master Servicer is indemnified pursuant to Section 6.03 hereof for all costs and expenses incurred by it in defending and settling the Trust Related Litigation (D) any such action taken by such Master Servicer at the direction of the Special Servicer be deemed (as to such Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides such Master Servicer with assurance reasonably satisfactory to such Master Servicer as to the items in clauses (A), (B) and (C). (v) In the event both the Master Servicer and the Special Servicer or 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 3.29. (vi) This Section 3.29(b) shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain litigation on behalf of the Trust. (c) Notwithstanding the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if in the event that any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, upon prior written notice to the applicable 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 (but not interests, provided that the applicable Master Servicer or the Special Servicer, as applicable, shall maintain the right to otherwise directmanage and direct any such action, manage or prosecute such suit, litigation or claim); proceeding, (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor Mortgagor under the related Mortgage Loan documents, documents or otherwise directly relating to one or more a Mortgage Loans Loan or Mortgaged PropertiesProperty, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Person acting as Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness failure of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); , and (iii) if in the event that any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, ; provided that the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the applicable Master Servicer or the Special Servicer from initiating Servicer, as applicable, shall maintain the right to manage and direct any Litigation Control related such action, suit, litigation or proceeding in its name as a representative of the Trust Fundproceeding.

Litigation Control. The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans Loans, and the enforcement of the obligations of a Mortgagor under the related Specially Master Servicer, with respect to litigation involving Performing Serviced Mortgage Loan documentsLoans, and in each case where the Master Servicer or the Special Servicer, as applicable, applicable servicer contemplates availing itself or the Trustee on behalf of the Trust Fund of indemnification as provided for under this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation ("Litigation Control") relating to (a) the enforcement of the obligations of a Borrower under the related loan documents and (b) any action brought by the Mortgagor against the Trust Fund or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”)Loan. Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any such claims or litigation, the Master Servicer shall immediately notify the Directing Certificateholder and the Trustee of such claims or litigation. In addition, the Master Servicer shall prepare and submit a monthly status report regarding any Litigation Control matter to the Directing Certificateholder. Notwithstanding the foregoing, each of the Special Servicer and the Master Servicer, as applicable, shall promptly notify the Controlling Class Representative (during any Subordinate Control Period or any Collective Consultation Period) and the Special Servicer (in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation, and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative Directing Certificateholder and the Trustee advised of any material development concerning Litigation Control, including, including without limitation, limitation (i) any material decision concerning Litigation Control and the implementation thereof and (ii) any decision to agree to or propose any terms of settlement, and shall, during any Subordinate Control Period, shall submit (in written form) any such development or decision to the Controlling Class Representative Directing Certificateholder for its approval or consent. During any Subordinate Control Period and subject Subject to the Servicing Standardsecond to last paragraph of this Section 3.32, the Special Servicer or the Master Servicer or the Special Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified in writing the Controlling Class Representative Directing Certificateholder and the Controlling Class Representative Directing Certificateholder has not objected in writing within five (5) Business Days of receipt of such notice having been notified thereof and having been provided with all information that the Controlling Class Representative Directing Certificateholder has reasonably requested with respect thereto. The Controlling Class Representative thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has not been received by the Special Servicer or the Master Servicer, as applicable, within such five-Business Day period, then the Directing Certificateholder shall be deemed to have approved the taking of such action if such written objection has not been received by action); provided that, in the Master event that the Special Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoing, if the Master Servicer or the Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) and Master ), the Special Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Class Representative’s responseresponse of the Directing Certificateholder; provided that the Special Servicer or the Master Servicer, as applicable, has reasonably determined that the Directing Certificateholder has received notice of such action in writing. Notwithstanding anything contained herein to the contrary, with With respect to any Litigation Control otherwise required to be exercised hereunder by the Master Servicer relating to a non-Specially Serviced Mortgage Loan that has either (i) been satisfied or paid in full, full or (ii) as to which a Final Recovery Determination has been made, after receiving the required notice from the Master Servicer or Special Servicer set forth above that the Master Servicer or Special Servicer, as applicable, it became aware of or was named in any such claims or litigation, the Controlling Class Representative (during any Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) Directing Certificateholder may direct in writing that the such Litigation Control nevertheless be exercised by the Special Servicer; provided, provided that the Controlling Class Representative or (a) the Special Servicer in accordance has determined, consistent with the Servicing Standard, as applicable, has determined and advised the Master Servicer that the Master Servicer’s its actions with respect to such obligations are indemnifiable under this Agreement(including without limitation settlements) (i) would be in the best interests of the Certificateholders and, and accordinglyin the case of any Whole Loan, the related Companion Loan Holder (as a collective whole), (ii) do not require any loss, admission of liability or expense (including legal fees and expenses incurred up until wrongdoing on the date such Litigation Control is so transferred and is not otherwise paid to part of the Master Servicer pursuant to this Agreementand (iii) shall be are fully indemnifiable (including without limitation on behalf of the Master Servicer) under Section 6.03 and payable by the Trust; (b) all costs and fees incurred in defending and settling the claims (including without limitation on behalf of the Master Servicer) are indemnified expenses under Section 6.03; and (c) with respect to a settlement, the Special Servicer has reasonably consulted with the Master Servicer prior to such settlement. Notwithstanding the foregoing, no advice, direction or objection of, or consent withheld by, of the Controlling Class Representative Directing Certificateholder shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan documentor any related intercreditor, any Intercreditor Agreement co-lender or similar agreement, applicable law or any provision of this Agreement, including the Special Servicer's and the Master Servicer’s and Special Servicer’s 's obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents and to maintain the REMIC status of any each of REMIC created under this AgreementI and REMIC II, or (ii) result in an Adverse REMIC Event with respect to any either of REMIC created under this Agreement I or REMIC II or an Adverse Grantor Trust Event with respect to the related Grantor Trust or have adverse tax consequences for Trust, (iii) expose the Master Servicer, the Special Servicer, the Depositor, any of the Mortgage Loan Sellers, the Trust Fund, the Trustee or (iii) expose any party to this Agreement, any Seller, any Underwriter or Initial Purchaser, any Sub-Servicer or the Trust Fund or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Special Servicer's or the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s 's responsibilities under this Agreement. In addition, ; and neither the Master Special Servicer nor the Special Master Servicer will follow any such advice, direction or objection if given by the Controlling Class Representative, Directing Certificateholder or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contraryforegoing, (i) if in the event that any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if in the event that any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); , (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor Mortgagor under the related loan documents or otherwise relating to a Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged PropertiesProperty, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administratorstate, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if in the event that any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. (a) The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans Loans, and the enforcement of the obligations of a Mortgagor under the related Master Servicer with respect to litigation involving non-Specially Serviced Mortgage Loan documentsLoans, and and, in each case where either case, if the Master Special Servicer or the Special Master Servicer, as applicable, contemplates availing itself of indemnification as provided for under Section 6.03 of this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (i) the enforcement of the obligations of a Borrower under the related Mortgage Loan Documents and (ii) any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to the servicing of any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims claim or litigationlitigation that falls within the scope of Litigation Control and is of a material nature (a “Material Litigation Control Matter”), the Special Servicer or Master Servicer or Special Servicer, as applicable, shall promptly notify the Controlling Subordinate Class Representative (during any a Subordinate Control Period or any Collective Consultation Period) and the Special Servicer Trust Advisor (in the case of the Master Servicer) during any Collective Consultation Period and the Master Servicer (in the case of the Special Servicerany Senior Consultation Period) of such claims claim or litigation. (b) In connection with any Material Litigation Control Matter, and the Special Servicer or Master Servicer and the Special Servicer, as applicable, shall prepare and submit any decision to commence any proceeding or similar action in a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Material Litigation Control and the implementation thereof and (ii) Matter or any decision to agree to or propose any terms of settlement, and shall, settlement in a Material Litigation Control Matter to the Subordinate Class Representative (during any a Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consent. During consent and notice of any Subordinate Control Period and subject such decision to the Servicing Standardrelated Pari Passu Companion Loan holder if such matter affects the related Pari Passu Companion Loan. Subject to Section 3.32(e), if and as applicable, the Master Special Servicer or the Special Master Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified in writing the Controlling Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Controlling Subordinate Class Representative (during a Subordinate Control Period) has not objected in writing within five (5) Business Days of receipt of such notice having been notified thereof and having been provided with all information that the Controlling Subordinate Class Representative has reasonably requested with respect thereto. The Controlling thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has not been received by the Special Servicer or Master Servicer, as applicable, within such 5-Business Day period, then the Subordinate Class Representative shall be deemed to have approved the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoingaction); provided that, if the Master Special Servicer or the Special Master Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders and, with respect to a Serviced Loan Combination, the related Companion Loan Holders (as a collective whole) and Master consistent with the Servicing Standard), the Special Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Subordinate Class Representative’s response; provided that the Special Servicer or Master Servicer, as applicable, has confirmation that the Subordinate Class Representative has received notice of such action in writing. Nothing in this Section 3.32 shall be construed to alter, modify, limit or expand the Trust Advisor’s duties, rights and obligations in this Agreement, including, without limitation, in Sections 3.24, 3.28, 6.03 and 6.05, and the Trust Advisor shall not be required to review the actions of the Special Servicer with respect to the Special Servicer’s Litigation Control unless such review is otherwise related to the performance of the Trust Advisor’s duties, rights and obligations in respect of a Final Asset Status Report and/or Asset Status Report. (c) Notwithstanding anything contained herein to the contrary, contrary with respect to any Litigation Control otherwise required to be exercised hereunder by the Master Servicer relating to a non-Specially Serviced Mortgage Loan or Loan Combination that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, but subject to Section 3.32(d), after receiving the required notice from the Master Servicer or Special Servicer set forth above that the Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Subordinate Class Representative (during any a Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control nevertheless be exercised by the Special Servicer; provided, however, that the Controlling Class Representative or the Special Servicer in accordance (with the Servicing Standard, as applicable, consent of the Subordinate Class Representative (during a Subordinate Control Period)) has determined and advised the Master Servicer that (and the Master Servicer’s Servicer has reasonably concurred) that its actions with respect to such obligations are indemnifiable under this AgreementSection 6.03 hereof, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until such date of transfer of Litigation Control to the date Special Servicer) arising from the related legal action or claim underlying such Litigation Control is so transferred and is not otherwise paid to the Master Servicer pursuant to Section 6.03 of this Agreement) Agreement shall be payable by the Trust. Trust Fund. (d) Notwithstanding the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control) in their individual capacity, or if any judgment is rendered against the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control) in their individual capacity, the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control), as the case may be, upon prior written notice to the Master Servicer or the Special Servicer with Litigation Control, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Borrower under the related loan documents or otherwise relating to the servicing of a Mortgage Loan, Loan Combination or Mortgaged Property, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or the Certificate Administrator, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee or the Certificate Administrator, whether in such capacity or individually, (B) engage counsel to represent the Trustee or the Certificate Administrator, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Trustee or the Certificate Administrator to be registered to do business in any state (provided that no Master Servicer or Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator or the Trustee, as applicable, to grant such consent); and (iii) if any court finds that the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer (if such party does not have Litigation Control) or the Special Servicer (if such party does not have Litigation Control) is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan or Loan Combination, the Trustee, the Trust Advisor, the Certificate Administrator, the Master Servicer or the Special Servicer shall each have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim). Subject to the rights of the Subordinate Class Representative under this Section 3.32, nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer, as applicable, from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund. (e) Notwithstanding anything herein to the contrary, no advice, direction or direction, objection of, or consent withheld by, by the Controlling Subordinate Class Representative shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, Servicer to violate the terms any provision of any Mortgage Loan documentDocuments, any related Intercreditor Agreement Agreement, any related intercreditor, co-lender or similar agreement, applicable law law, this Agreement or any provision of this Agreementthe REMIC Provisions, including without limitation, the Master Servicer’s and or the Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents Documents, and to maintain the REMIC status of any REMIC created under this AgreementTrust REMIC, or (ii) result in an Adverse the imposition of a tax on any Trust REMIC Event with respect to under the REMIC Provisions or cause any REMIC created under this Agreement Pool to fail to qualify as a REMIC or an Adverse Grantor Trust Event with respect to cause the Grantor Trust or have adverse to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax consequences for the Trust Fundpurposes, or (iii) expose any party to this Agreementthe Master Servicer, any Sellerthe Special Servicer, any Underwriter or Initial Purchaserthe Certificate Administrator, any Sub-Servicer or the Depositor, the Trust Advisor, the Trust Fund or the Trustee or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master Special Servicer’s, the Special Master Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust AdvisorTrustee’s responsibilities under this Agreement. In addition, ; and neither the Special Servicer nor the Master Servicer nor the Special Servicer will shall follow any such advice, direction or objection if given by the Controlling Subordinate Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding this sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. (a) The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the applicable Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans that it is servicing, and the enforcement of the obligations of a Mortgagor under the related applicable Master Servicer with respect to litigation involving non-Specially Serviced Mortgage Loan documentsLoans that it is servicing, and and, in each case where the Master either case, if any Special Servicer or the Special Master Servicer, as applicable, contemplates availing itself of indemnification as provided for under Section 6.03 of this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (i) the enforcement of the obligations of a Borrower under the related Mortgage Loan Documents and (ii) any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to the servicing of any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims claim or litigationlitigation that falls within the scope of Litigation Control and is of a material nature, taking into account the subject matter of and expected costs associated with such claim or litigation (a “Material Litigation Control Matter”), the Master applicable Special Servicer or Special the applicable Master Servicer, as applicable, shall promptly notify the Controlling Subordinate Class Representative (during any a Subordinate Control Period or any Collective Consultation Period) and the Special Servicer Trust Advisor (in the case of the Master Servicer) during any Collective Consultation Period and the Master Servicer (in the case of the Special Servicerany Senior Consultation Period) of such claims claim or litigation. (b) In connection with any Material Litigation Control Matter, and the applicable Special Servicer or the applicable Master Servicer and the Special Servicer, as applicable, shall prepare and submit any decision to commence any proceeding or similar action in a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Material Litigation Control and the implementation thereof and (ii) Matter or any decision to agree to or propose any terms of settlement, and shall, during any Subordinate settlement in a Material Litigation Control Period, submit (in written form) any such development or decision Matter to the Controlling Subordinate Class Representative for its approval or consent. During any consent (during a Subordinate Control Period Period) or for consultation on a non-binding basis (during a Collective Consultation Period) and subject notice of any such decision to the Servicing Standardrelated Pari Passu Companion Loan holder if such matter affects the related Pari Passu Companion Loan. Subject to Section 3.32(e), if and as applicable, the Master applicable Special Servicer or the Special applicable Master Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified in writing the Controlling Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and the Controlling Subordinate Class Representative (during a Subordinate Control Period) has not objected in writing within five (5) Business Days of receipt of such notice having been notified thereof and having been provided with all information that the Controlling Subordinate Class Representative has reasonably requested with respect thereto. The Controlling thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has not been received by the applicable Special Servicer or the applicable Master Servicer, as applicable, within such 5-Business Day period, then the Subordinate Class Representative shall be deemed to have approved the taking of such action action); provided that, if such written objection has not been received by the Master applicable Special Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoing, if the applicable Master Servicer or the Special Servicer, as applicable, determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders (as and, with respect to a collective whole) and Master Serviced Loan Combination, the related Companion Loan Holders, the applicable Special Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the applicable Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Subordinate Class Representative’s response; provided that the applicable Special Servicer or the applicable Master Servicer, as applicable, has confirmation that the Subordinate Class Representative has received notice of such action in writing. Notwithstanding anything contained herein Nothing in this Section 3.32 shall be construed to alter, modify, limit or expand the contraryTrust Advisor’s duties, rights and obligations in this Agreement, including, without limitation, in Sections 3.24, 3.28, 6.03 and 6.05, and the Trust Advisor shall not be required to review the actions of the applicable Special Servicer with respect to any the applicable Special Servicer’s Litigation Control relating unless such review is otherwise related to the performance of the Trust Advisor’s duties, rights and obligations in respect of a non-Specially Serviced Mortgage Loan that has either Final Asset Status Report and/or Asset Status Report. (c) Notwithstanding the foregoing, (i) been satisfied if any action, suit, litigation or paid proceeding names the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control), a Special Servicer (if such party does not have Litigation Control) or the Subordinate Class Representative in fulltheir individual capacity, or if any judgment is rendered against the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control), a Special Servicer (if such party does not have Litigation Control) or the Subordinate Class Representative in their individual capacity, the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control), a Special Servicer (if such party does not have Litigation Control) or the Subordinate Class Representative, as the case may be, upon prior written notice to the applicable Master Servicer or the applicable Special Servicer with Litigation Control, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to direct, manage or prosecute such litigation or claim); (ii) as in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to which the enforcement of the obligations of a Final Recovery Determination has been madeBorrower under the related loan documents or otherwise relating to the Servicing of a Mortgage Loan, after receiving Loan Combination or Mortgaged Property, neither the required notice from the applicable Master Servicer or Special Servicer set forth above that nor the Master Servicer or applicable Special Servicer, as applicable, became aware shall, without the prior written consent of or was named in any such claims or litigation, the Controlling Class Representative (during any Subordinate Control Period) Trustee or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct in writing that such Litigation Control be exercised by the Special Servicer; provided, that the Controlling Class Representative or the Special Servicer in accordance with the Servicing StandardCertificate Administrator, as applicable, has determined (A) initiate any action, suit, litigation or proceeding in the name of the Trustee or the Certificate Administrator, whether in such capacity or individually, (B) engage counsel to represent the Trustee or the Certificate Administrator, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and advised that actually causes, the Trustee or the Certificate Administrator to be registered to do business in any state (provided that no Master Servicer or Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator or the Trustee, as applicable, to grant such consent); and (iii) if any court finds that the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party does not have Litigation Control), a Special Servicer (if such party does not have Litigation Control) or the Subordinate Class Representative is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan or Loan Combination, the Trustee, the Trust Advisor, the Certificate Administrator, such Master Servicer, such Special Servicer or the Subordinate Class Representative (at the Subordinate Class Representative’s actions with respect own expense) shall each have the right to retain counsel and appear in any such obligations are indemnifiable proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim). Subject to the rights of the Subordinate Class Representative under this AgreementSection 3.32, and accordinglynothing in this paragraph shall be interpreted to preclude either the applicable Master Servicer or the applicable Special Servicer, as applicable, from initiating any loss, liability or expense (including legal fees and expenses incurred up until the date such Litigation Control is so transferred and is not otherwise paid related action, suit, litigation or proceeding in its name as a representative of the Trust Fund. (d) Notwithstanding anything herein to the Master Servicer pursuant to this Agreement) shall be payable by the Trust. Notwithstanding the foregoingcontrary, no advice, direction or direction, objection of, or consent withheld by, by the Controlling Subordinate Class Representative shall (i) require or cause the any Special Servicer or the Master Servicer, as applicable, Servicer to violate the terms any provision of any Mortgage Loan documentDocuments, any related Intercreditor Agreement Agreement, any related intercreditor, co-lender or similar agreement, applicable law law, this Agreement or any provision of this Agreementthe REMIC Provisions, including the without limitation, each Master Servicer’s and or Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents Documents, and to maintain the REMIC status of any REMIC created under this AgreementTrust REMIC, or (ii) result in an Adverse the imposition of a tax on any Trust REMIC Event with respect to under the REMIC Provisions or cause any REMIC created under this Agreement Pool to fail to qualify as a REMIC or an Adverse Grantor Trust Event with respect to cause the Grantor Trust or have adverse to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax consequences for the Trust Fundpurposes, or (iii) expose any party to this AgreementMaster Servicer, any SellerSpecial Servicer, any Underwriter or Initial Purchaserthe Certificate Administrator, any Sub-Servicer or the Depositor, the Trust Advisor, the Trust Fund or the Trustee or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Master any Special Servicer’s, the Special any Master Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s responsibilities under this Agreement. In addition, neither the ; and no Special Servicer or Master Servicer nor the Special Servicer will shall follow any such advice, direction or objection if given by the Controlling Subordinate Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding this sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. The Master Servicer, with respect to litigation involving non-non Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans and the enforcement of the obligations of a Mortgagor under the related Specially Serviced Mortgage Loan documents, and in each case where the Master Servicer or the Special Servicer, as applicable, contemplates availing itself of indemnification as provided for under this Agreement, shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to any action brought by the Mortgagor against the Trust or the Master Servicer or the Special Servicer, as applicable, with respect to any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claims or litigation, the Master Servicer or Special Servicer, as applicable, shall promptly notify the Controlling Class Representative (during any Subordinate Control Period or any Collective Consultation Period) and the Special Servicer (in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation. In addition, and [each of the Master Servicer and and] the Special Servicer[, as applicable, ,] shall prepare and submit a notice of such claims or litigation quarterly status report to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider who shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7), the Controlling Class Representative (during any Subordinate Control Period or any Collective Consultation Period) and the Master Servicer [(in the case of the Special Servicer) or the Special Servicer (in the case of the Master Servicer] [(]regarding any matter over which it exercises Litigation Control) for which there has been any material action or change during the preceding quarter. [Also, the Master Servicer shall prepare and submit notice of such litigation to the 17g-5 Information Provider (subject to Section 5.7) (who shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7), the Controlling Class Representative (during any Subordinate Control Period or any Collective Consultation Period) and the Special Servicer regarding any such matter.] The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative advised of any material development concerning Litigation Control, including, without limitation, (i) any material decision concerning Litigation Control and the implementation thereof and (ii) any decision to agree to or propose any terms of settlement, and shall, during any Subordinate Control Period, submit (in written form) any such development or decision to the Controlling Class Representative for its approval or consentconsent (or its deemed approval or consent as provided below). During any Subordinate Control Period and subject to the Servicing Standard, the Master Servicer or the Special Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided that such notice to the Controlling Class Representative and the Controlling Class Representative has not objected in writing within five (5) Business Days of receipt of such notice and all information that the Controlling Class Representative has reasonably requested with respect thereto. The Controlling Class Representative shall be deemed to have approved such decisions, such development or the taking of such action if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 5-Business five (5)-Business Day period. Notwithstanding the foregoing, if the Master Servicer or the Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) and Master Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Class Representative’s response. Notwithstanding anything contained herein to the contrarycontrary and only upon agreement with the Special Servicer as to the scope of services and compensation, with respect to any Litigation Control relating to a non-Specially Serviced Mortgage Loan that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, after receiving the required notice from the Master Servicer or Special Servicer as set forth above that the Master Servicer or Special Servicer, as applicable, became aware of or was named in any such claims or litigation, the Controlling Class Representative (during any Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) may direct the Master Servicer in writing that such Litigation Control be exercised by the Special Servicer; provided, provided that the Controlling Class Representative or the Special Servicer in accordance with the Servicing Standard, as applicable, has determined and advised the Master Servicer that the Master Servicer’s actions with respect to such obligations are indemnifiable under this Agreement, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until the date such Litigation Control is so transferred and is not otherwise paid to the Master Servicer pursuant to this Agreement) shall be payable by the Trust. Notwithstanding the foregoing, no advice, direction or objection of, or consent given or withheld by, the Controlling Class Representative shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan document, any Intercreditor Agreement or similar agreement, applicable law or any provision of this Agreement, including the Master Servicer’s and Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents and to maintain the REMIC status of any REMIC created under this Agreement, or (ii) result in an Adverse REMIC Event with respect to any REMIC created under this Agreement or an Adverse Grantor Trust Event with respect to the Grantor Trust or have adverse tax consequences for the Trust Fund, or (iii) expose any party to this Agreement, any Seller, any Underwriter or Initial Purchaser, any Sub-Servicer or the Trust Fund or any of their respective Affiliates, officers, directors, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the responsibilities of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Trustee’s Trustee or the Trust Advisor’s responsibilities Advisor under this Agreement. In addition, neither the Master Servicer nor the Special Servicer will follow any such advice, direction or objection if given by the Controlling Class Representative, or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding sentence. Notwithstanding anything herein to the contrary, the Master Servicer or the Special Servicer, as applicable, shall retain the right to make all determinations relating to any claims or judgments against the Master Servicer or the Special Servicer, as applicable, including but not limited to the right to engage separate counsel in the reasonable discretion of the Master Servicer or the Special Servicer’s reasonable discretion, as applicable, the cost of which shall be subject to indemnification hereunder. Notwithstanding anything herein to the contrary, (i) if any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties, neither of the Master Servicer nor the Special Servicer Servicer, as applicable, shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, (C) settle any claim giving rise to liability to the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or (CD) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent); and (iii) if any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, 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 Certificate Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either the Master Servicer or the Special Servicer from initiating any Litigation Control related action, suit, litigation or proceeding in its name as a representative of the Trust Fund.

Litigation Control. (a) The Master Servicer, with respect to litigation involving non-Specially Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), and the Special Servicer, with respect to litigation involving Specially Serviced Mortgage Loans Loans, and the enforcement of the obligations of a Mortgagor under the related Specially Master Servicer, with respect to litigation involving Performing Serviced Mortgage Loan documentsLoans, and in each case where the Master Servicer or the Special Servicer, as applicable, applicable servicer contemplates availing itself or the Trustee on behalf of the Trust Fund of indemnification as provided for under this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation ("Litigation Control") relating to (a) the enforcement of the obligations of a Borrower under the related loan documents and (b) any action brought by the Mortgagor against the Trust Fund or the Master Servicer or the Special Servicer, as applicable, any party to this Agreement with respect to any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”)Loan. Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any such claims or litigation, the Master Servicer shall immediately notify the Directing Certificateholder and the Trustee of such claims or litigation. In addition, the Master Servicer shall prepare and submit a monthly status report regarding any Litigation Control matter to the Directing Certificateholder. Notwithstanding the foregoing, each of the Special Servicer and the Master Servicer, as applicable, shall promptly notify the Controlling Class Representative (during any Subordinate Control Period or any Collective Consultation Period) and the Special Servicer (in the case of the Master Servicer) and the Master Servicer (in the case of the Special Servicer) of such claims or litigation, and the Master Servicer and the Special Servicer, as applicable, shall prepare and submit a notice of such claims or litigation to the 17g-5 Information Provider (subject to Section 5.7) (and the 17g-5 Information Provider shall promptly post same on the 17g-5 Information Provider’s Website pursuant to Section 5.7). The Special Servicer (with respect to Specially Serviced Mortgage Loans) and the Master Servicer (with respect to non-Specially Serviced Mortgage Loans), as applicable, shall, during any Subordinate Control Period or any Collective Consultation Period, consult with and keep the Controlling Class Representative Directing Certificateholder and the Trustee advised of any material development concerning Litigation Control, including, including without limitation, limitation (i) any material decision concerning Litigation Control and the implementation thereof and (ii) any decision to agree to or propose any terms of settlement, and shall, during any Subordinate Control Period, shall submit (in written form) any such development or decision to the Controlling Class Representative Directing Certificateholder for its approval or consent. During any Subordinate Control Period and subject Subject to the Servicing Standardthird to last paragraph of this Section 3.28, the Special Servicer or the Master Servicer or the Special Servicer, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has provided such notice to notified in writing the Controlling Class Representative Directing Certificateholder and the Controlling Class Representative Directing Certificateholder has not objected in writing within five (5) Business Days of receipt of such notice having been notified thereof and having been provided with all information that the Controlling Class Representative Directing Certificateholder has reasonably requested with respect thereto. The Controlling Class Representative thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has not been received by the Special Servicer or the Master Servicer, as applicable, within such five-Business Day period, then the Directing Certificateholder shall be deemed to have approved the taking of such action if such written objection has not been received by action); provided that, in the Master event that the Special Servicer or the Special Servicer, as applicable, within such 5-Business Day period. Notwithstanding the foregoing, if the Master Servicer or the Special Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole) and Master ), the Special Servicer or the Special Servicer, as applicable, has confirmed (during any Subordinate Control Period) that the Controlling Class Representative has received written notice of such action, then the Master Servicer or the Special Servicer, as applicable, may take such action without waiting for the Controlling Class Representative’s responseresponse of the Directing Certificateholder; provided that the Special Servicer or the Master Servicer, as applicable, has reasonably determined that the Directing Certificateholder has received notice of such action in writing. Notwithstanding anything contained herein to the contrary, with With respect to any Litigation Control otherwise required to be exercised hereunder by the Master Servicer relating to a non-Specially Serviced Mortgage Loan that has either either: (i) been satisfied or paid in full, full or (ii) as to which a Final Recovery Determination has been made, after receiving the required notice from the Master Servicer or Special Servicer set forth above that the Master Servicer or Special Servicer, as applicable, it became aware of or was named in any such claims or litigation, the Controlling Class Representative (during any Subordinate Control Period) or the Special Servicer (during any Collective Consultation Period or Senior Consultation Period) Directing Certificateholder may direct in writing that the such Litigation Control nevertheless be exercised by the Special Servicer; provided, that the Controlling Class Representative or provided that: (a) the Special Servicer in accordance has determined, consistent with the Servicing Standard, as applicable, has determined and advised the Master Servicer that the Master Servicer’s its actions with respect to such obligations are indemnifiable under this Agreement(including without limitation settlements) (i) would be in the best interests of the Certificateholders, and accordingly, (ii) do not require any loss, admission of liability or expense (including legal fees and expenses incurred up until wrongdoing on the date such Litigation Control is so transferred and is not otherwise paid to part of the Master Servicer pursuant to this Agreementand (iii) shall be are fully indemnifiable (including without limitation on behalf of the Master Servicer) under Section 6.03 and payable by the Trust; (b) all costs and fees incurred in defending and settling the claims (including without limitation on behalf of the Master Servicer) are indemnified expenses under Section 6.03; and (c) with respect to a settlement, the Special Servicer has reasonably consulted with the Master Servicer prior to such settlement. Notwithstanding the foregoing, no advice, direction or objection of, or consent withheld by, of the Controlling Class Representative Directing Certificateholder shall (i) require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan documentor any related intercreditor, any Intercreditor Agreement co-lender or similar agreement, applicable law or any provision of this Agreement, including the Special Servicer's and the Master Servicer’s and Special Servicer’s 's obligation to act in accordance with the Servicing Standard and the related Mortgage Loan documents and to maintain the REMIC status of any each of REMIC created under this AgreementI and REMIC II, or (ii) result in an Adverse REMIC Event with respect to any either REMIC created under this Agreement I or REMIC II or an Adverse Grantor Trust Event with respect to the Grantor Trust or have adverse tax consequences for Trust, (iii) expose the Master Servicer, the Special Servicer, the Depositor, any Mortgage Loan Seller, the Trust Fund, the Trustee or (iii) expose any party to this Agreement, any Seller, any Underwriter or Initial Purchaser, any Sub-Servicer or the Trust Fund or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Special Servicer's or the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Trustee’s or the Trust Advisor’s 's responsibilities under this Agreement. In addition, ; and neither the Master Special Servicer nor the Special Master Servicer will follow any such advice, direction or objection if given by the Controlling Class Representative, Directing Certificateholder or initiate any such actions, that would have the effect described in clauses (i)-(iv) of the preceding sentence. Notwithstanding anything herein to the contrary, the Master Servicer shall retain the right to make all determinations relating to any claims or judgments 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 hereunder. Notwithstanding anything herein to the contraryforegoing, (i) if in the event that any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, or if in the event that any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian, as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, 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 (but not to otherwise direct, manage or prosecute such litigation or claim); , (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor Mortgagor under the related loan documents or otherwise relating to a Mortgage Loan documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged PropertiesProperty, neither of the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicableTrustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable, to be registered to do business in any state state, and (iii) in the event that 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 proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim). Notwithstanding the foregoing, in the event (a) of any action, suit, litigation or proceeding naming the Certificate Administrator in its individual capacity, or in the event that any judgment is rendered against the Certificate Administrator in its individual capacity, the Certificate Administrator, 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 the Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding, (b) of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations under the related loan documents, neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to shall, without the unwillingness prior written consent of the Certificate Administrator, (i) initiate any action, suit, litigation or proceeding in the Trustee name of the Certificate Administrator, whether in such capacity or individually, (ii) engage counsel to represent the CustodianCertificate Administrator or (iii) prepare, as applicableexecute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to grant such consent)cause, and that actually causes, the Certificate Administrator to be registered to do business in any state; and (iiic) if that any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, Administrator 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 Certificate Administrator, the Trustee or the Custodian, as applicable, Administrator shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator, the Trustee Administrator or the Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim). Nothing in this paragraph shall be interpreted to preclude either individually; provided that the Master Servicer or the Special Servicer from initiating Servicer, as applicable, shall retain the right to manage and direct any Litigation Control related such action, suit, litigation or proceeding in its name as a representative of the Trust Fundproceeding.