Common use of Matters Regarding the Whole Loans Clause in Contracts

Matters Regarding the Whole Loans. (a) No Companion Loan Holder will have any liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, such Companion Loan Holder will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of duties. (b) The related Companion Loan Holder shall be entitled to receive (upon request) a copy of any report required to be delivered (upon request or otherwise) to the Trustee with respect to the related Whole Loan or any related REO Property by any other party hereto. The related Companion Loan Holder shall also be entitled to receive a copy of any document, certificate, instrument, notice or correspondence required to be delivered (upon request or otherwise) by the Trustee or Master Servicer with respect to the related Whole Loan or any related REO Property to any other party hereto. In addition, the related Companion Loan Holder, or a servicer acting on its behalf, shall be entitled to request information from the Master Servicer with respect to the related Whole Loan to permit customary reporting with respect to a securitization relating to the related Companion Loan; provided, however, the information provider shall not be required to deliver information relating to Loans other than the related Whole Loan or information of a scope or nature that is materially different from that which is required to be delivered by the Master Servicer under this Agreement. The Master Servicer shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such information. (c) If, pursuant to Section 2.03, Section 3.18 or Section 9.01, the Mortgage Loan included in a Whole Loan is purchased or repurchased from the Trust Fund, the purchaser thereof shall be bound by the terms of the related Intercreditor Agreement and shall assume the rights and obligations of the holder of the related Note under the related Intercreditor Agreement. All portions of the related Mortgage File and other documents pertaining to such Mortgage Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity as the holder of the related Note (as a result of such purchase or repurchase), under the related Intercreditor Agreement in the manner contemplated under such agreement, which such purchaser shall be deemed to acknowledge and thereafter such Mortgage File shall be held by such purchaser or a custodian appointed thereby for the benefit of each Note holder (as their interests appear under the related Intercreditor Agreement). If the related Servicing File is not already in the possession of such purchaser or custodian (as the case may be), it shall be delivered to the master servicer or special servicer, as the case may be, under the separate servicing agreement for the related Whole Loan.

Matters Regarding the Whole Loans. (a) No Companion Loan Holder will have any liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, such Companion Loan Holder will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of duties. (b) The related Each Companion Loan Holder shall be entitled to receive (upon request) a copy of any report required to be delivered (upon request or otherwise) to the Trustee with respect to the related Whole Loan or any related REO Property by any other party hereto. The related Companion Loan Holder shall also be entitled to receive a copy of any document, certificate, instrument, notice or correspondence required to be delivered (upon request or otherwise) by the Trustee or Master Servicer with respect to the related Whole Loan or any related REO Property to any other party hereto. In addition, the related Companion Loan Holder, or a servicer acting on its behalf, shall be entitled to request information from the Master Servicer with respect to the related Whole Loan to permit customary reporting with respect to a securitization relating to the related Companion Loan; provided, however, the information provider shall not be required to deliver information relating to Loans other than the related Whole Loan or information of a scope or nature that is materially different from that which is required to be delivered by the Master Servicer under this Agreement. The Master Servicer shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such information. (c) If, pursuant to Section 2.03, Section 3.18 or Section 9.01, the Mortgage Loan included in a Whole Loan is purchased or repurchased from the Trust Fund, the purchaser thereof shall be bound by the terms of the related Intercreditor Agreement and shall assume the rights and obligations of the holder of the related Note under the related Intercreditor Agreement. All portions of the related Mortgage File and other documents pertaining to such Mortgage Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity as the holder of the related Note (as a result of such purchase or repurchase), under the related Intercreditor Agreement in the manner contemplated under such agreement, which such purchaser shall be deemed to acknowledge and thereafter such Mortgage File shall be held by such purchaser or a custodian appointed thereby for the benefit of each Note holder (as their interests appear under the related Intercreditor Agreement). If the related Servicing File is not already in the possession of such purchaser or custodian (as the case may be), it shall be delivered to the master servicer or special servicer, as the case may be, under the separate servicing agreement for the related Whole Loan.

Matters Regarding the Whole Loans. (a) No The Companion Loan Holder Noteholders will not have any liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, such that the Companion Loan Holder Noteholders will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of duties. (b) The related Companion Loan Holder Noteholders shall be entitled to receive (receive, upon request) , a copy of any notice or report required to be delivered (upon request or otherwise) to the Trustee with respect to the related Whole Loan or any related REO Property by any other party hereto. The related Companion Loan Holder shall also be entitled to receive a copy of any document, certificate, instrument, notice or correspondence required to be delivered (upon request or otherwise) by the Trustee or Master Servicer with respect to the related Whole Loan or any related REO Property to any Any such other party hereto. In addition, the related Companion Loan Holder, or a servicer acting on its behalf, shall be entitled to request information from the Master Servicer with respect to the related Whole Loan to permit customary reporting with respect to a securitization relating to the related Companion Loan; provided, however, the information provider shall not be required to deliver information relating to Loans other than the related Whole Loan or information of a scope or nature that is materially different from that which is required to be delivered by the Master Servicer under this Agreement. The Master Servicer shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such informationcopies. (c) If, pursuant to Section 2.03, Section 3.18 or and Section 9.01, the Mortgage Loan included in a Whole Loan is purchased or repurchased from the Trust Fund, the purchaser thereof shall be bound by the terms of the related Intercreditor Agreement and shall assume the rights and obligations of the holder of the related Note under the related Intercreditor Agreement. All portions of the related Mortgage File and other documents pertaining to such Mortgage Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity as the holder of the related Note (as a result of such purchase or repurchase), under the related Intercreditor Agreement in the manner contemplated under such agreement, which such purchaser shall be deemed to acknowledge and thereafter acknowledge. Thereafter, such Mortgage File shall be held by such purchaser or a custodian appointed thereby for the benefit of each Note holder (such purchaser, and the other Lenders, as their interests appear under the related Intercreditor Agreement). If the related Servicing File is not already in the possession of such purchaser or custodian (as the case may be)party, it shall be delivered to the master servicer or special servicer, as the case may be, under the separate servicing agreement for the related Whole LoanLoans.

Matters Regarding the Whole Loans. (a) No Companion Loan Holder will have any liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, such Companion Loan Holder will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of duties. (b) The related Companion Loan Holder shall be entitled to receive (upon request) a copy of any report required to be delivered (upon request or otherwise) to the Trustee with respect to the related Whole Loan or any related REO Property by any other party hereto. The related Companion Loan Holder shall also be entitled to receive a copy of any document, certificate, instrument, notice or correspondence required to be delivered (upon request or otherwise) by the Trustee or Master Servicer with respect to the related Whole Loan or any related REO Property to any other party hereto. In addition, the related Companion Loan Holder, or a servicer acting on its behalf, shall be entitled to request information from the Master Servicer with respect to the related Whole Loan to permit customary reporting with respect to a securitization relating to the related Companion Loan; provided, however, that the information provider shall not be required to deliver information relating to Loans other than the related Whole Loan or information of a scope or nature that is materially different from that which is required to be delivered by the Master Servicer under this Agreement. The Master Servicer shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such information. (cb) If, pursuant to Section 2.03, Section 3.18 or and Section 9.01, the Mortgage Loan included in a Whole Loan is purchased or repurchased from the Trust Fund, the purchaser thereof shall be bound by the terms of the related Intercreditor Agreement and shall assume the rights and obligations of the holder of the related Note under the related Intercreditor Agreement. All portions of the related Mortgage File and other documents pertaining to such Mortgage Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity as the holder of the related Note (as a result of such purchase or repurchase), under the related Intercreditor Agreement in the manner contemplated under such agreement, which such purchaser shall be deemed to acknowledge and thereafter such Mortgage File shall be held by such purchaser or a custodian appointed thereby for the benefit of each Note holder (as their interests appear under the related Intercreditor Agreement). If the related Servicing File is not already in the possession of such purchaser or custodian (as the case may be), it shall be delivered to the master servicer or special servicer, as the case may be, under the separate servicing agreement for the related Whole Loan. (c) Within five Business Days of receipt of written notice that a new Companion Loan Holder exists, the Trustee shall deliver notice to the Master Servicer and the Special Servicer, of such related Companion Loan Holder's identity.

Matters Regarding the Whole Loans. (a) No The Companion Loan Holder Holder(s) will not have any liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, such that the Companion Loan Holder Holder(s) will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of duties. (b) The related Companion Loan Holder Holder(s) shall be entitled to receive (receive, upon request) , a copy of any notice or report required to be delivered (upon request or otherwise) to the Trustee with respect to the related Whole Loan or any related REO Property by any other party hereto. The related Companion Loan Holder shall also be entitled to receive a copy of any document, certificate, instrument, notice or correspondence required to be delivered (upon request or otherwise) by the Trustee or Master Servicer with respect to the related Whole Loan or any related REO Property to any Any such other party hereto. In addition, the related Companion Loan Holder, or a servicer acting on its behalf, shall be entitled to request information from the Master Servicer with respect to the related Whole Loan to permit customary reporting with respect to a securitization relating to the related Companion Loan; provided, however, the information provider shall not be required to deliver information relating to Loans other than the related Whole Loan or information of a scope or nature that is materially different from that which is required to be delivered by the Master Servicer under this Agreement. The Master Servicer shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such informationcopies. (c) If, pursuant to Section 2.03, Section 3.18 or and Section 9.01, the Mortgage Loan included in a Serviced Whole Loan is purchased or repurchased from the Trust Fund, the purchaser thereof shall be bound by the terms of the related Intercreditor Agreement and shall assume the rights and obligations of the holder of the related Note under the related Intercreditor Agreement. All portions of the related Mortgage File and other documents pertaining to such Mortgage Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity as the holder of the related Note (as a result of such purchase or repurchase), under the related Intercreditor Agreement in the manner contemplated under such agreement, which such purchaser shall be deemed to acknowledge and thereafter acknowledge. Thereafter, such Mortgage File shall be held by such purchaser or a custodian appointed thereby for the benefit of each Note holder (such purchaser, and the other Lenders, as their interests appear under the related Intercreditor Agreement). If the related Servicing File is not already in the possession of such purchaser or custodian (as the case may be)party, it shall be delivered to the master servicer or special servicer, as the case may be, under the separate servicing agreement for the related Serviced Whole Loan.

Matters Regarding the Whole Loans. (a) No Companion Loan The One Stamford Forum Note B Holder will not have any liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, such Companion Loan that the One Stamford Forum Note B Holder will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of duties. (b) The related Companion Loan One Stamford Forum Note B Holder shall be entitled to receive (receive, upon request) , a copy of any notice or report required to be delivered (upon request or otherwise) to the Trustee with respect to the related Whole Loan or any related REO Property by any other party hereto. The related Companion Loan Holder shall also be entitled to receive a copy of any document, certificate, instrument, notice or correspondence required to be delivered (upon request or otherwise) by the Trustee or Master Servicer with respect to the related Whole Loan or any related REO Property to any Any such other party hereto. In addition, the related Companion Loan Holder, or a servicer acting on its behalf, shall be entitled to request information from the Master Servicer with respect to the related Whole Loan to permit customary reporting with respect to a securitization relating to the related Companion Loan; provided, however, the information provider shall not be required to deliver information relating to Loans other than the related Whole Loan or information of a scope or nature that is materially different from that which is required to be delivered by the Master Servicer under this Agreement. The Master Servicer shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such informationcopies. (c) If, pursuant to Section 2.03, Section 3.18 or and Section 9.01, the Mortgage Loan included in a the Serviced Whole Loan is purchased or repurchased from the Trust Fund, the purchaser thereof shall be bound by the terms of the related Intercreditor Agreement and shall assume the rights and obligations of the holder of the related Note under the related Intercreditor Agreement. All portions of the related Mortgage File and other documents pertaining to such Mortgage Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity as the holder of the related Note (as a result of such purchase or repurchase), under the related Intercreditor Agreement in the manner contemplated under such agreement, which such purchaser shall be deemed to acknowledge and thereafter acknowledge. Thereafter, such Mortgage File shall be held by such purchaser or a custodian appointed thereby for the benefit of each Note holder (such purchaser, and the other Lenders, as their interests appear under the related Intercreditor Agreement). If the related Servicing File is not already in the possession of such purchaser or custodian (as the case may be)party, it shall be delivered to the master servicer or special servicer, as the case may be, under the separate servicing agreement for the related Serviced Whole Loan.