Common use of Litigation Control Clause in Contracts

Litigation Control. 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 such Mortgagor or the Trust, or the enforcement of the obligations of such Mortgagor, under the related Mortgage Loan documents ("Trust-Related Litigation"). To the extent the Master Servicer is named in Trust-Related Litigation, and neither the Trust nor the Special Servicer is named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraph, the Master Servicer shall (1) notify the Special Servicer of such Trust-Related Litigation within ten (10) days of the 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 Master Servicer as the appropriate party to the lawsuit; and (4) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided, however, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. Notwithstanding the rights of the Special Servicer otherwise set forth above and below, (i) the Special Servicer shall provide the 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 Master Servicer may retain its own counsel, whose reasonable costs shall be paid by the Trust under Section 8.24, 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 Master Servicer shall have the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer to liability or materially expand the scope of the Master Servicer's obligations under this Agreement. Subject to the rights of the Master Servicer set forth above and below, the Special Servicer shall have the right at any time to (1) direct the Master Servicer to settle any Trust Related Litigation brought against the Trust, including Trust Related Litigation asserted against 271 the 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 the Master Servicer relating to Trust Related Litigation against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Master Servicer is and shall be indemnified pursuant to Section 8.24 hereof for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to such Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C). In the event more than one of 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 other the rights afforded to such party in this Section 9.40. This Section 9.35 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 Trust-Related Litigation on behalf of the Trust. Notwithstanding the foregoing, (a) if any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the Custodian, upon prior written notice to the Master Servicers 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 shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) 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, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or Custodian, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or Custodian, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or Custodian, or (iii) 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 LaSalle to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian 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 or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding).

Litigation Control. 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 such the Mortgagor or the Trust, or the enforcement of the obligations of such a Mortgagor, under the related Mortgage Loan documents ("“Trust-Related Litigation"”). To the extent the Master Servicer is named in Trust-Related Litigation, and neither the Trust nor the or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraph, the Master Servicer shall (1) notify the Special Servicer of such Trust-Related Litigation within ten (10) days of the Master Servicer receiving service of such Trust-Related Litigation; (2) provide monthly status reports to the Special Servicer Servicer, regarding such Trust-Related Litigation; (3) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (4) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided, provided however, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. 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 otherwise set forth above and to direct the Master Servicer’s actions in this Section 3.30 below, (i) the Special Servicer shall provide the 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 Master Servicer may retain its own counsel, whose reasonable costs shall be paid by the Trust under Section 8.24, 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 Master Servicer shall have retain the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer or otherwise materially and adversely affect make determinations relating to claims against the Master Servicer, including, including but not limited to, damage to the right to engage separate counsel in the Master Servicer's reputation as a master servicer’s reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's ’s good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer to liability or materially expand the scope of the Master Servicer's ’s obligations under this Agreement. Subject to the rights of Notwithstanding the Master Servicer set forth above and belowServicer’s right to make determinations relating to claims against the Master Servicer, the Special Servicer shall have the right at any time to (1) direct the Master Servicer to settle any Trust Related Litigation claims brought against the Trust, including Trust Related Litigation claims asserted against 271 the 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 Master Servicer relating to Trust Related Litigation claims against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that the Special Servicer provides the Master Servicer with assurance that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Master Servicer is and shall be indemnified pursuant to Section 8.24 6.03 hereof for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to such the Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C). In the event more than one of 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 other Master Servicer and the Special Servicer the rights afforded to such party in this Section 9.403.30. This Section 9.35 3.30 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 Trust-Related Litigation on behalf of the Trust. Notwithstanding the foregoing, (a) if in the event that any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the CustodianTrustee, upon prior written notice to the Master Servicers 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 Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) 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, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or CustodianTrustee, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or CustodianTrustee, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or CustodianTrustee, or (iii) 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 LaSalle to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian 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 or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer or the Special Servicer Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding).

Litigation Control. The (a) With respect to the Serviced Mortgage Loans as to which Master Servicer No. 1 is the applicable Master Servicer, the Special Servicer Servicer, in a reasonable manner consistent with the Servicing Standard, shall, : (1i) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer Servicer; and (2ii) represent the interests of the Trust in any litigation relating to the rights and obligations of such the Mortgagor or the Trustlender, or the enforcement of the obligations of such a Mortgagor, under the related Mortgage Loan subject loan documents ("Trust-Related Litigation"). 1. To Notwithstanding the extent right of the Master Special Servicer is named to represent the interests of the Trust in Trust-Related Litigation, and neither subject to the Trust nor the Special Servicer is named, in order to effectuate the role rights of the Special Servicer as contemplated by to direct Master Servicer No. 1's actions in the immediately preceding following paragraph, the Master Servicer No. 1 shall (1) notify retain the Special Servicer of such Trust-Related Litigation within ten (10) days of the right to make determinations relating to claims against 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 Master Servicer as the appropriate party to the lawsuit; and (4) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related LitigationNo. 1, including but not limited to the selection of counsel, provided, however, if there are claims against the Master Servicer and the Master Servicer has not determined that right to engage separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. Notwithstanding the rights of the Special Servicer otherwise set forth above and below, (i) the Special Servicer shall provide the 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 Master Servicer may retain its own counsel, whose reasonable costs shall be paid by the Trust under Section 8.24, 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 Master Servicer shall have the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicerif necessary. Further, nothing in this section shall require the Master Servicer No. 1 to take or fail to take any action which, in the Master ServicerServicer No. 1's good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer No. 1 to material liability or materially expand the scope of the Master ServicerServicer No. 1's obligations under this Agreement. Subject to the rights of the Notwithstanding Master Servicer set forth above and belowNo. 1's right to make determinations relating to claims against Master Servicer No. 1, the Special Servicer shall (1) have the right at any time to (1) direct the Master Servicer No. 1 to settle any Trust Related Litigation claims brought against the Trust, including Trust Related Litigation claims asserted against 271 the Master Servicer No. 1 (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 Master Servicer No. 1 relating to Trust Related Litigation claims against the Master Servicer No. 1 (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 the Master Servicer or otherwise materially and adversely affect the Master ServicerNo. 1, including, but not limited to, damage to the Master Servicer's reputation as a master servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the and Master Servicer No. 1 is and shall be indemnified pursuant to Section 8.24 6.03 hereof for all costs and expenses of the Master Servicer No. 1 incurred in defending and settling the Trust-Trust- Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to such Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C)Litigation. In the event more than one of the both Master Servicer No. 1 and the Special Servicer or the Trust are named in litigation, the Master Servicer No. 1 and the Special Servicer shall cooperate with each other to afford Master Servicer No. 1 and the other Special Servicer the rights afforded to such party in this Section 9.40. This Section 9.35 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 Trust-Related Litigation on behalf of the Trust. Notwithstanding the foregoing, (a) if any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the Custodian, upon prior written notice to the Master Servicers 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 shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) 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, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or Custodian, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or Custodian, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or Custodian, or (iii) 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 LaSalle to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian 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 or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding3.31(a).

Litigation Control. (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 such the Mortgagor or the Trustmortgagee, or the enforcement of the obligations of such a Mortgagor, under the related Mortgage Loan documents Documents ("Trust-Related Litigation"). . (ii) To the extent the a Master Servicer is named in Trust-Related Litigation, and neither the Trust nor the or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraphServicer, the such Master Servicer shall (1) notify the Special Servicer of such Trust-Trust Related Litigation within ten (10) days of the such Master Servicer receiving service of such Trust-Trust Related Litigation; (2) provide monthly status reports to the Special Servicer Servicer, regarding such Trust-Related Litigation; (3) seek to have the Trust replace the such Master Servicer as the appropriate party to the lawsuit; and (4) so long as the 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 selection of counsel, provided, however, if there are claims against the such Master Servicer and the such Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the such 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 otherwise set forth above and below, (i) the Special Servicer shall provide the 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 Master Servicer may retain its own counsel, whose reasonable costs shall be paid by the Trust under Section 8.24, 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 Master Servicer shall have the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to direct the Master Servicer's reputation as a master serviceractions in Section 3.34(a)(iv) below, the applicable Master Servicer shall retain the right to make determinations relating to claims against the applicable Master Servicer, including but not limited to the right to engage separate counsel if necessary. Further, nothing in this section shall require the applicable Master Servicer to take or fail to take any action which, in the applicable 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 applicable Master Servicer to material liability or materially expand the scope of the Master Servicer's obligations under this Agreement. Subject . (iv) Notwithstanding the applicable Master Servicer's right to make determinations relating to claims against the rights of the applicable Master Servicer set forth above and belowServicer, the Special Servicer shall (1) have the right at any time to (1) direct the applicable Master Servicer to settle any Trust Related Litigation claims brought against the Trust, including Trust Related Litigation claims asserted against 271 the applicable 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 applicable Master Servicer relating to Trust Related Litigation claims against the applicable 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 of liability or wrongdoing on the part of the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) and the applicable Master Servicer is and shall be indemnified pursuant to Section 8.24 6.03 hereof for all costs and expenses of the applicable Master Servicer incurred in defending and settling the Trust-Trust Related Litigation and for any judgment, Litigation. (Dv) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to such Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C). In the event more than one of both the applicable Master Servicer and the Special Servicer or Trust are named in litigation, the applicable Master Servicer and the Special Servicer shall cooperate with each other to afford the other applicable Master Servicer and the Special Servicer the rights afforded to such party in this Section 9.40. 3.34. (vi) This Section 9.35 3.34(a) shall not apply in the event the Special Servicer authorizes the applicable Master Servicer, and the applicable Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation litigation on behalf of the Trust. . (b) Notwithstanding the foregoing, (ai) if in the event that any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the CustodianTrustee, upon prior written notice to the applicable Master Servicers 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 but not to otherwise direct, manage or the Special Servicer shall retain the right to manage and direct any prosecute such action, suit, litigation or proceedingclaim); , (bii) 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, guarantor or other obligor Mortgagor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans documents or Mortgaged PropertiesProperty, neither the applicable Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or CustodianTrustee, (iA) initiate an any action, suit, litigation or proceeding in the name of the Trustee or CustodianTrustee, whether in such capacity or individually, (iiB) engage counsel to represent the Trustee or CustodianTrustee, or (iiiC) 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 LaSalle Trustee to be registered to do business in any state; , and (ciii) in the event that any court finds that the Trustee or Custodian is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage LoanAgreement, the Trustee or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interestsinterest (but not to otherwise direct, whether as Trustee manage or Custodian or individually (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any prosecute such action, suit, litigation or proceedingclaim).. [End of Article III]

Litigation Control. 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 such Mortgagor or the Trust, or the enforcement of the obligations of such Mortgagor, under the related Mortgage Loan documents ("Trust-Related Litigation"). To the extent the Master Servicer is named in Trust-Related Litigation, and neither the Trust nor the Special Servicer is named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraph, the Master Servicer shall (1) notify the Special Servicer of such Trust-Related Litigation within ten (10) days of the 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 Master Servicer as the appropriate party to the lawsuit; and (4) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided, however, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. Notwithstanding the rights of the Special Servicer otherwise set forth above and below, (i) the Special Servicer shall provide the 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 Master Servicer may retain its own counsel, whose reasonable costs shall be paid by the Trust under Section 8.24, 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 Master Servicer shall have the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer to liability or materially expand the scope of the Master Servicer's obligations under this Agreement. Subject to the rights of the Master Servicer set forth above and below, the Special Servicer shall have the right at any time to (1) direct the Master Servicer to settle any Trust Related Litigation brought against the Trust, including Trust Related Litigation asserted against 271 the Master Servicer (whether or not the Trust or the Special cc1xxi Servicer is named in any such Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the Master Servicer relating to Trust Related Litigation against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Master Servicer is and shall be indemnified pursuant to Section 8.24 hereof for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to such Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C). In the event more than one of 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 other the rights afforded to such party in this Section 9.40. This Section 9.35 9.40 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 Trust-Related Litigation on behalf of the Trust. Notwithstanding the foregoing, (a) if that any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the Custodian, upon prior written notice to the Master Servicers 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 shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) 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, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or Custodian, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or Custodian, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or Custodian, or (iii) 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 LaSalle to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian 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 or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding). Notwithstanding the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Paying Agent, Certificate Registrar and/or Authenticating Agent, as cc1xxii applicable, in its individual capacity, or in the event that any judgment is rendered against the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, in its individual capacity, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, upon prior written notice to the Special Servicer, 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 relating to the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents, the Special Servicer shall not, without the prior written consent of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Paying Agent, Certificate Registrar and/or Authenticating Agent, 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 Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, to be registered to do business in any state, and (iii) in the event that any court finds that the Paying Agent, Certificate Registrar and/or Authenticating Agent, 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 Paying Agent, Certificate Registrar and/or Authenticating Agent, 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 (but not to otherwise direct, manage or prosecute such litigation or claim).

Litigation Control. 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 such the Mortgagor or the Trust, or the enforcement of the obligations of such a Mortgagor, under the related Mortgage Loan documents ("Trust-Related Litigation"). To the extent the Master Servicer is named in Trust-Related Litigation, and neither the Trust nor the or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraph, the Master Servicer shall (1) notify the Special Servicer of such Trust-Related Litigation within ten (10) days of the Master Servicer receiving service of such Trust-Related Litigation; (2) provide monthly status reports to the Special Servicer Servicer, regarding such Trust-Related Litigation; (3) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (4) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided, provided however, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. 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 otherwise set forth above and to direct the Master Servicer's actions in this Section 3.29 below, (i) the Special Servicer shall provide the 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 Master Servicer may retain its own counsel, whose reasonable costs shall be paid by the Trust under Section 8.24, 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 Master Servicer shall have retain the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer or otherwise materially and adversely affect make determinations relating to claims against the Master Servicer, including, including but not limited to, damage to the right to engage separate counsel in the Master Servicer's reputation as a master servicerreasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer to liability or materially expand the scope of the Master Servicer's obligations under this Agreement. Subject to the rights of Notwithstanding the Master Servicer set forth above and belowServicer's right to make determinations relating to claims against the Master Servicer, the Special Servicer shall have the right at any time to (1) direct the Master Servicer to settle any Trust Related Litigation claims brought against the Trust, including Trust Related Litigation claims asserted against 271 the 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 Master Servicer relating to Trust Related Litigation claims against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that the Special Servicer provides the Master Servicer with assurance that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Master Servicer is and shall be indemnified pursuant to Section 8.24 6.03 hereof for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to such the Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C). In the event more than one of 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 other Master Servicer and the Special Servicer the rights afforded to such party in this Section 9.40. This Section 9.35 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 Trust-Related Litigation on behalf of the Trust. Notwithstanding the foregoing, (a) if any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the Custodian, upon prior written notice to the Master Servicers 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 shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) 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, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or Custodian, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or Custodian, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or Custodian, or (iii) 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 LaSalle to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian 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 or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding)3.29.

Litigation Control. (a) The Special Servicer shall, consistent with the Servicing Standard, (1) direct, manage, prosecute and/or defend any action brought by a Mortgagor Borrower 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 such Mortgagor the Borrower or the Trust, or the enforcement of the obligations of such Mortgagora Borrower, under the related Mortgage Loan documents ("Trust-Related Litigation"). 1. To Notwithstanding the extent right of the Master Special Servicer is named to represent the interests of the Trust in Trust-Related Litigation, and neither subject to the Trust nor the Special Servicer is named, in order to effectuate the role rights of the Special Servicer as contemplated by to direct Servicer No. 1's actions in this Section 3.31 below, Servicer No. 1 shall retain the immediately preceding paragraph, the Master right to make determinations relating to claims against Servicer shall (No. 1) notify the Special Servicer of such Trust-Related Litigation within ten (10) days of the 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 Master Servicer as the appropriate party to the lawsuit; and (4) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection right to engage separate counsel in Servicer No. 1's reasonable discretion, the cost of counsel, provided, however, if there are which shall be subject to indemnification pursuant to Section 6.03. Notwithstanding Servicer No. 1's right to make determinations relating to claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master ServicerNo. Notwithstanding the rights of the Special Servicer otherwise set forth above and below, (i) the Special Servicer shall provide the 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 Master Servicer may retain its own counsel, whose reasonable costs shall be paid by the Trust under Section 8.24, 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 Master Servicer shall have the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer to liability or materially expand the scope of the Master Servicer's obligations under this Agreement. Subject to the rights of the Master Servicer set forth above and below, the Special Servicer shall have the right at any time to (1) direct the Master Servicer No. 1 to settle any Trust Related Litigation claims brought against the Trust, including Trust Related Litigation claims asserted against 271 the Master either Servicer (No. 1 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 Master Servicer No. 1 relating to Trust Related Litigation claims against the Master Servicer No. 1 (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 the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicerNo. 1, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Master Servicer No. 1 is and shall be indemnified pursuant to Section 8.24 6.03 hereof for all costs and expenses of the Master Servicer No. 1 incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at No. 1 at, or in connection with, the direction of the Special Servicer shall be deemed (as to such Master ServicerServicer No. 1) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer No. 1 with assurance reasonably satisfactory to the Master Servicer No. 1 as to the items in clauses (A), (B) and (C). In the event more than one of the Master Servicer No. 1 and the Special Servicer or Trust are named in litigation, the Master Servicer No. 1 and the Special Servicer shall cooperate with each other to afford Servicer No. 1 and the other Special Servicer the rights afforded to such party in this Section 9.40. This Section 9.35 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 Trust-Related Litigation on behalf of the Trust. Notwithstanding the foregoing, (a) if any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the Custodian, upon prior written notice to the Master Servicers 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 shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) 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, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or Custodian, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or Custodian, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or Custodian, or (iii) 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 LaSalle to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian 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 or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding)3.31.

Litigation Control. The (a) With respect to Serviced Mortgage Loans as to which Master Servicer No. 1 is the applicable Master Servicer, the Special Servicer Servicer, in a reasonable manner consistent with the Servicing Standard, shall, : (1i) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer Servicer; and (2ii) represent the interests of the Trust in any litigation relating to the rights and obligations of such the Mortgagor or the Trustlender, or the enforcement of the obligations of such a Mortgagor, under the related Mortgage Loan subject loan documents ("Trust-Related Litigation"). 1. To Notwithstanding the extent right of the Master Special Servicer is named to represent the interests of the Trust in Trust-Related Litigation, and neither but subject to the Trust nor the Special Servicer is named, in order to effectuate the role rights of the Special Servicer as contemplated by to direct Master Servicer No. 1's actions in the immediately preceding next paragraph, the Master Servicer No. 1 shall (1) notify retain the Special Servicer of such Trust-Related Litigation within ten (10) days of the right to make determinations relating to claims against 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 Master Servicer as the appropriate party to the lawsuit; and (4) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related LitigationNo. 1, including but not limited to the selection of counsel, provided, however, if there are claims against the right to engage separate counsel in Master Servicer and No. 1's reasonable discretion, the Master Servicer has not determined that separate counsel is required for such claims, such counsel cost of which shall be reasonably acceptable subject to the Master Servicer. Notwithstanding the rights of the Special Servicer otherwise set forth above and below, (i) the Special Servicer shall provide the 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 Master Servicer may retain its own counsel, whose reasonable costs shall be paid by the Trust under indemnification pursuant to Section 8.24, 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 Master Servicer shall have the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer6.03. Further, nothing in this section shall require the Master Servicer No. 1 to take or fail to take any action which, in the Master ServicerServicer No. 1's good faith and reasonable judgment, may (1i) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2ii) subject the Master Servicer No. 1 to liability or materially expand the scope of the Master ServicerServicer No. 1's obligations under this Agreement. Subject to the rights of the Notwithstanding Master Servicer set forth above and belowNo. 1's right to make determinations relating to claims against Master Servicer No. 1, the Special Servicer shall have the right at any time to (1i) direct the Master Servicer No. 1 to settle any Trust Related Litigation claims brought against the Trust, including Trust Related Litigation claims asserted against 271 the Master Servicer No. 1 (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation) and (2ii) otherwise reasonably direct the actions of the Master Servicer No. 1 relating to Trust Related Litigation claims against the Master Servicer No. 1 (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 admission, or is not likely to result in a finding, of liability or wrongdoing on the part of the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicerNo. 1, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Master Servicer No. 1 is and shall be indemnified pursuant to Section 8.24 hereof 6.03 for all costs and expenses of the Master Servicer No. 1 incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer No. 1 at the direction of the Special Servicer shall be deemed (as to such Master ServicerServicer No. 1) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer No. 1 with assurance reasonably satisfactory to the Master Servicer No. 1 as to the items in on clauses (A), (B) and (C). In the event more than one of the If both Master Servicer No. 1 and either the Special Servicer or the Trust are named in litigation, the Master Servicer No. 1 and the Special Servicer shall cooperate with each other to afford Master Servicer No. 1 and the other Special Servicer the rights afforded to such party in this Section 9.40. This Section 9.35 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 Trust-Related Litigation on behalf of the Trust. Notwithstanding the foregoing, (a) if any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the Custodian, upon prior written notice to the Master Servicers 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 shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) 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, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or Custodian, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or Custodian, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or Custodian, or (iii) 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 LaSalle to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian 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 or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding3.27(a).

Litigation Control. 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 such the Mortgagor or the Trust, or the enforcement of the obligations of such a Mortgagor, under the related Mortgage Loan documents ("“Trust-Related Litigation"”). To the extent the Master Servicer is named in Trust-Related Litigation, and neither the Trust nor the or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraph, the Master Servicer shall (1) notify the Special Servicer of such Trust-Related Litigation within ten (10) days of the Master Servicer receiving service of such Trust-Related Litigation; (2) provide monthly status reports to the Special Servicer Servicer, regarding such Trust-Related Litigation; (3) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (4) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided, provided however, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. 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 otherwise set forth above and to direct the Master Servicer’s actions in this Section 3.29 below, (i) the Special Servicer shall provide the 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 Master Servicer may retain its own counsel, whose reasonable costs shall be paid by the Trust under Section 8.24, 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 Master Servicer shall have retain the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer or otherwise materially and adversely affect make determinations relating to claims against the Master Servicer, including, including but not limited to, damage to the right to engage separate counsel in the Master Servicer's reputation as a master servicer’s reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's ’s good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer to liability or materially expand the scope of the Master Servicer's ’s obligations under this Agreement. Subject to the rights of Notwithstanding the Master Servicer set forth above and belowServicer’s right to make determinations relating to claims against the Master Servicer, the Special Servicer shall have the right at any time to (1) direct the Master Servicer to settle any Trust Related Litigation claims brought against the Trust, including Trust Related Litigation claims asserted against 271 the 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 Master Servicer relating to Trust Related Litigation claims against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that the Special Servicer provides the Master Servicer with assurance that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Master Servicer is and shall be indemnified pursuant to Section 8.24 6.03 hereof for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to such the Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C). In the event more than one of 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 other Master Servicer and the Special Servicer the rights afforded to such party in this Section 9.40. This Section 9.35 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 Trust-Related Litigation on behalf of the Trust. Notwithstanding the foregoing, (a) if any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the Custodian, upon prior written notice to the Master Servicers 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 shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) 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, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or Custodian, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or Custodian, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or Custodian, or (iii) 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 LaSalle to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian 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 or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding)3.29.

Litigation Control. (a) 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 such the Mortgagor or the TrustMortgagee, or the enforcement of the obligations of such Mortgagora Borrower, under the related Mortgage Loan documents Documents ("Trust-Related Litigation"). . (b) To the extent the Master Servicer is named in Trust-Related Litigation, and neither the Trust nor the or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraphServicer, the Master Servicer shall (1) notify the Special Servicer of such Trust-Trust Related Litigation within ten (10) days of the Master Servicer receiving service of such Trust-Trust Related Litigation; (2) provide monthly status reports to the Special Servicer Servicer, regarding such Trust-Related Litigation; (3) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (4) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided, however, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. . (c) Notwithstanding the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights of the Special Servicer otherwise set forth above and to direct the Master Servicer's actions in Section 3.29(d) below, (i) the Special Servicer shall provide the 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 Master Servicer may shall retain its own counsel, whose reasonable costs shall be paid by the Trust under Section 8.24, 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 Master Servicer shall have the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer or otherwise materially and adversely affect make determinations relating to claims against the Master Servicer, including, including but not limited to, damage to the Master Servicer's reputation as a master servicerright to engage separate counsel if necessary. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer to material liability or materially expand the scope of the Master Servicer's obligations under this Agreement. Subject to the rights of . (d) Notwithstanding the Master Servicer set forth above and belowServicer's right to make determinations relating to claims against the Master Servicer, the Special Servicer shall (1) have the right at any time to (1) direct the Master Servicer to settle any Trust Related Litigation claims brought against the Trust, including Trust Related Litigation claims asserted against 271 the 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 Master Servicer relating to Trust Related Litigation claims against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) and the Master Servicer is and shall be indemnified pursuant to Section 8.24 6.03 hereof for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Trust Related Litigation and for any judgment, Litigation. (De) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to such Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C). In the event more than one of 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 other Master Servicer and the Special Servicer the rights afforded to such party in this Section 9.40. 3.29. (f) This Section 9.35 3.29 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 Trust-Related Litigation litigation on behalf of the Trust. . (g) Notwithstanding the foregoing, (ai) if in the event that any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the CustodianTrustee, upon prior written notice to the Master Servicers 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 but not to otherwise direct, manage or the Special Servicer shall retain the right to manage and direct any prosecute such action, suit, litigation or proceedingclaim); , (bii) 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, guarantor or other obligor Mortgagor under the related Mortgage Loan documents, documents or otherwise relating to one or more a Mortgage Loans Loan or Mortgaged PropertiesProperty, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or CustodianTrustee, (iA) initiate an any action, suit, litigation or proceeding in the name of the Trustee or CustodianTrustee, whether in such capacity or individually, (iiB) engage counsel to represent the Trustee or CustodianTrustee, or (iiiC) 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 LaSalle Trustee to be registered to do business in any state; , and (ciii) in the event that any court finds that the Trustee or Custodian 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 or Custodian 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). (h) Notwithstanding the foregoing, (i) in the event that any action, suit, litigation or proceeding names 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, whether as Trustee or Custodian or individually (; provided that the Master Servicer or the Special Servicer Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding; (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 Mortgage Loan documents, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, whether in such capacity or individually, (B) engage counsel to represent 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, LaSalle to be registered to do business in any state (provided that no party hereto shall be responsible for any delay due to the failure of the Certificate Administrator to grant such consent); and (iii) in the event that any court finds that the Certificate Administrator is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Pooling and Servicing Agreement or any Mortgage Loan, the Certificate 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 or individually; provided that the Master Servicer or the Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding.

Litigation Control. (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 such the Mortgagor or the Trust, or the enforcement of the obligations of such Mortgagora borrower, under the related Mortgage Loan documents Documents (for purposes of this Section 3.33(a), "Trust-Related Litigation"). ) with respect to the Mortgage Loans that are Group A Mortgage Loans. (ii) To the extent the Master Servicer No. 1 is named in Trust-Related Litigation, and neither the Trust nor the or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraphset forth in this Section 3.33(a), the Master Servicer No. 1 shall (1) notify the Special Servicer of such Trust-Trust Related Litigation within ten (10) days of the Master Servicer No. 1 receiving service of such Trust-Trust Related Litigation; (2) provide monthly status reports to the Special Servicer Servicer, regarding such Trust-Related Litigation; (3) seek to have the Trust replace the Master Servicer No. 1 as the appropriate party to the lawsuit; and (4) so long as the Master Servicer No. 1 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 Master Servicer No. 1 and the Master Servicer No. 1 has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to Master Servicer No. 1. (iii) Notwithstanding the Master Servicer. Notwithstanding 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 otherwise set forth above and to direct Master Servicer No. 1's actions in Section 3.33(a)(iv) below, (i) the Special Servicer shall provide the 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 Master Servicer may No. 1 shall retain its own counsel, whose reasonable costs shall be paid by the Trust under Section 8.24, 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 Master Servicer shall have the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the make determinations relating to claims against Master Servicer or otherwise materially and adversely affect the Master ServicerNo. 1, including, including but not limited to, damage to the Master Servicer's reputation as a master servicerright to engage separate counsel if necessary. Further, nothing in this section shall require the Master Servicer No. 1 to take or fail to take any action which, in the Master ServicerServicer No. 1's good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer No. 1 to material liability or materially expand the scope of the Master ServicerServicer No. 1's obligations under this Agreement. Subject to the rights of the . (iv) Notwithstanding Master Servicer set forth above and belowNo. 1's right to make determinations relating to claims against Master Servicer No. 1, the Special Servicer shall (1) have the right at any time to (1) direct the Master Servicer No. 1 to settle any Trust Related Litigation claims brought against the Trust, including Trust Related Litigation claims asserted against 271 the Master Servicer No. 1 (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 Master Servicer No. 1 relating to Trust Related Litigation claims against the Master Servicer No. 1 (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 the Master Servicer or otherwise materially and adversely affect the Master ServicerNo. 1, including, but not limited to, damage to the Master Servicer's reputation as a master servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the and Master Servicer No. 1 is and shall be indemnified pursuant to Section 8.24 6.03 hereof for all costs and expenses of the Master Servicer No. 1 incurred in defending and settling the Trust-Trust Related Litigation and for any judgment, Litigation. (Dv) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to such Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C). In the event more than one of the both Master Servicer No. 1 and the Special Servicer or Trust are named in litigation, the Master Servicer No. 1 and the Special Servicer shall cooperate with each other to afford Master Servicer No. 1 and the other Special Servicer the rights afforded to such party in this Section 9.40. 3.33. (vi) This Section 9.35 3.33(a) 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 Trust-Related Litigation on behalf of the TrustNo. Notwithstanding the foregoing, (a) if any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the Custodian, upon prior written notice to the Master Servicers 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 shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) 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, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or Custodian, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or Custodian, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or Custodian, or (iii) 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 LaSalle to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian 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 or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding).1

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 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 such the Mortgagor or the TrustMortgagee, or the enforcement of the obligations of such Mortgagora Borrower, under the related Mortgage Loan documents Documents ("Trust-Trust Related Litigation"). . (ii) To the extent the Master Servicer No.1 is named in Trust-Trust Related Litigation, and neither the Trust nor the or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraph, the Master Servicer shall No.1 shall: (1A) notify the Special Servicer of such Trust-Trust Related Litigation within ten (10) days of the Master Servicer No.1 receiving service of such Trust-Trust Related Litigation; (2B) provide monthly status reports to the Special Servicer Servicer, regarding such Trust-Trust Related Litigation; (3C) seek to have the Trust replace the Master Servicer No.1 as the appropriate party to the lawsuit; and (4D) so long as the Master Servicer No.1 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-Trust Related Litigation, including but not limited to the selection of counsel, provided, however, if there are claims against the Master Servicer No.1 and the Master Servicer No.1 has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. Servicer No.1. (iii) Notwithstanding the rights of the Special Servicer otherwise set forth above and below, (iA) the Special Servicer shall provide the Master Servicer No.1 with copies of any notices, process and/or pleadings submitted and/or filed in any such action, suit, litigation or proceeding; (iiB) the Master Servicer No.1 may retain its own counsel, whose reasonable costs shall be paid by the Trust to the extent provided under Section 8.246.03, and appear in any action, suit, litigation or proceeding on its own behalf in order to represent, protect and defend its interests; and (iiiC) the Master Servicer No.1 shall have the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer No.1 or otherwise materially and adversely affect the Master ServicerServicer No.1, including, but not limited to, damage to the Master ServicerServicer No.1's reputation as a master servicer. Further, nothing in this section shall require the Master Servicer No.1 to take or fail to take any action which, in the Master ServicerServicer No.1's good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer No.1 to material liability or materially expand the scope of the Master ServicerServicer No.1's obligations under this Agreement. . (iv) Subject to the rights of the Master Servicer No.1's rights set forth above and belowbelow in this subsection (b), the Special Servicer shall (1) have the right at any time to (1) direct the Master Servicer No.1 to settle any Trust Related Litigation brought against the Trust, including Trust Related Litigation claims asserted against 271 the Master Servicer No.1 (whether or not the Trust or the Special Servicer is named in any such Trust-Trust Related Litigation) and (2) otherwise reasonably direct the actions of the Master Servicer No.1 relating to Trust Related Litigation against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-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 the Master Servicer No.1 or otherwise materially and adversely affect the Master ServicerServicer No.1, including, but not limited to, damage to the Master ServicerServicer No.1's reputation as a master servicer, (B) the cost of such settlement or on any resulting judgment is and shall be paid by the Trust, (C) the and Master Servicer No.1 is and shall be indemnified pursuant to Section 8.24 6.03 hereof for all costs and expenses of the Master Servicer incurred by it in defending and settling the Trust-Trust Related Litigation and for any judgmentLitigation, (DC) any such action taken by the Master Servicer No.1 at the direction of the Special Servicer shall be deemed (as to such Master ServicerServicer No.1) to be in compliance with the Servicing Standard and (ED) the Special Servicer provides the Master Servicer No.1 with assurance reasonably satisfactory to the Master Servicer No.1 as to the items in clauses (A), (B) and (C). . (v) In the event more than one of the both Master Servicer No.1 and the Special Servicer or the Trust are named in litigation, the Master Servicer No.1 and the Special Servicer shall cooperate with each other to afford Master Servicer No.1 and the other Special Servicer the rights afforded to such party in this Section 9.40. 3.29. (vi) This Section 9.35 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 Trust-Related Litigation on behalf of the Trust. Notwithstanding the foregoing, (a) if any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the Custodian, upon prior written notice to the Master Servicers 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 shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) 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, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or Custodian, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or Custodian, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or Custodian, or (iii) 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 LaSalle to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian 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 or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding).No.1

Litigation Control. 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 such the Mortgagor or the Trust, or the enforcement of the obligations of such a Mortgagor, under the related Mortgage Loan documents ("“Trust-Related Litigation"”). To the extent the Master Servicer is named in Trust-Related Litigation, and neither the Trust nor the or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraph, the Master Servicer shall (1) notify the Special Servicer of such Trust-Related Litigation within ten (10) days of the Master Servicer receiving service of such Trust-Related Litigation; (2) provide monthly status reports to the Special Servicer Servicer, regarding such Trust-Related Litigation; (3) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (4) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided, provided however, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. 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 otherwise set forth above and to direct the Master Servicer’s actions in this Section 3.29 below, (i) the Special Servicer shall provide the 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 Master Servicer may retain its own counsel, whose reasonable costs shall be paid by the Trust under Section 8.24, 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 Master Servicer shall have retain the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer or otherwise materially and adversely affect make determinations relating to claims against the Master Servicer, including, including but not limited to, damage to the right to engage separate counsel in the Master Servicer's reputation as a master servicer’s reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's ’s good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer to liability or materially expand the scope of the Master Servicer's ’s obligations under this Agreement. Subject to the rights of Notwithstanding the Master Servicer set forth above and belowServicer’s right to make determinations relating to claims against the Master Servicer, the Special Servicer shall have the right at any time to (1) direct the Master Servicer to settle any Trust Related Litigation claims brought against the Trust, including Trust Related Litigation claims asserted against 271 the 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 Master Servicer relating to Trust Related Litigation claims against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that the Special Servicer provides the Master Servicer with assurance that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Master Servicer is and shall be indemnified pursuant to Section 8.24 6.03 hereof for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to such the Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C). In the event more than one of 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 other Master Servicer and the Special Servicer the rights afforded to such party in this Section 9.403.29. This Section 9.35 3.29 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 Trust-Related Litigation on behalf of the Trust. Notwithstanding the foregoing, (a) if in the event that any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the CustodianTrustee, upon prior written notice to the Master Servicers 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 but not to otherwise direct, manage or the Special Servicer shall retain the right to manage and direct any prosecute such action, suit, litigation or proceedingclaim); (b) 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, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or CustodianTrustee, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or CustodianTrustee, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or CustodianTrustee, or (iii) 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 LaSalle Trustee to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian 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 or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer but not to otherwise direct, manage or the Special Servicer shall retain the right to manage and direct any prosecute such action, suit, litigation or proceedingclaim).

Litigation Control. (a) 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 such the Mortgagor or the TrustMortgagee, or the enforcement of the obligations of such Mortgagora Borrower, under the related Mortgage Loan documents Documents ("Trust-Related Litigation"). To the extent the Master Servicer is named in Trust-Related Litigation, and neither the Trust nor the Special Servicer is named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraphServicer, the Master Servicer shall (1) notify the Special Servicer of such Trust-Trust Related Litigation within ten (10) days of the Master Servicer receiving service notice of such Trust-Trust Related Litigation; (2) provide monthly status reports to the Special Servicer regarding such Trust-Related Litigation; and (3) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (4) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer in representing the interests of the Trust 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, provided however, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. Notwithstanding the rights of the Special Servicer otherwise set forth above and belowforegoing, (i) the Special Servicer nothing in this section shall provide the 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 Master Servicer may retain its own counsel, whose reasonable costs shall be paid by the Trust under Section 8.24, 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 Master Servicer shall have the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to limit the Master Servicer's reputation as a master servicerright to make final and binding determinations relating to claims against the Master Servicer. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer to material liability or materially expand the scope of the Master Servicer's obligations under this Agreement. Subject to the rights of the Master Servicer set forth above and below, the The Special Servicer shall have the right at any time to (1) direct the Master Servicer to settle any Trust Related Litigation claims brought against the Trust, including Trust Related Litigation asserted against 271 the 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 the Master Servicer relating to Trust Related Litigation against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) and the Master Servicer is and shall be indemnified pursuant to Section 8.24 6.03 hereof for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Trust Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to such Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C)Litigation. In the event more than one of 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 other the rights afforded to such party in this Section 9.40. This Section 9.35 The foregoing paragraph shall not apply in the event the Special Servicer authorizes the Master Servicerauthorizes, and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation litigation on behalf of the Trust. . (b) Notwithstanding the foregoing, (ai) if in the event that any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the CustodianTrustee, upon prior written notice to the Master Servicers 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 but not to otherwise direct, manage or the Special Servicer shall retain the right to manage and direct any prosecute such action, suit, litigation or proceedingclaim); , (bii) 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, Mortgagor or guarantor or other obligor under the related Mortgage Loan documents, documents or otherwise relating to one or more a Mortgage Loans Loan or Mortgaged PropertiesProperty, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or CustodianTrustee, (iA) initiate an any action, suit, litigation or proceeding in the name of the Trustee or CustodianTrustee, whether in such capacity or individually, (iiB) engage counsel to represent the Trustee or CustodianTrustee, or (iiiC) 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 LaSalle Trustee to be registered to do business in any state; , and (ciii) in the event that any court finds that the Trustee or Custodian 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 or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interestsinterest (but not to otherwise direct, whether as Trustee manage or Custodian or individually (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any prosecute such action, suit, litigation or proceedingclaim).