Common use of Special Servicers' General Powers and Duties Clause in Contracts

Special Servicers' General Powers and Duties. (a) Subject to the other terms and provisions of this Agreement (including, but not limited to, Sections 9.39) and the terms and provisions of the related Intercreditor Agreement for the Serviced Loan Group, the Special Servicer is hereby authorized and empowered when the Special Servicer believes it appropriate in accordance with the Servicing Standard, to take any and all the actions with respect to Specially Serviced Mortgage Loans which the Master Servicer may perform as set forth in Section 8.3(a), including (i) to execute and deliver, on behalf of itself or the Trust (or the holder of the Serviced Companion Loan, if applicable), any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Specially Serviced Mortgage Loans and with respect to the related REO Properties and (ii) to effectuate foreclosure or other conversion of the ownership of any REO Property securing a Mortgage Loan. The Trustee shall execute on the Closing Date the Power of Attorney in the form of Exhibit S-2 hereto and shall furnish the Special Servicer from time to time, upon request, with any additional powers of attorney of the Trust, empowering the Special Servicer to take such actions as it determines to be reasonably necessary to comply with its servicing, administrative and management duties hereunder, and the Trustee shall execute and deliver or cause to be executed and delivered such other documents as a Special Servicing Officer may request, that are necessary or appropriate to enable the Special Servicer to service, administer and manage the Specially Serviced Mortgage Loans and carry out its duties hereunder, in each case as the Special Servicer determines is in accordance with the Servicing Standard and the terms of this Agreement; provided that, prior to initiating any proceedings in any court of law or equity (but not defending any proceedings in any court of law or equity) or instituting any proceeding to foreclose on any Mortgaged Property in the name of the Trust in any state, the Special Servicer shall notify the Trustee and the holder of the Serviced Companion Loan (if such proceeding relates to the Serviced Loan Group) in writing and not institute or initiate any such proceedings for a period of five Business Days from the date of its delivery of such notice to the Trustee and the holder of the Serviced Companion Loan (if such proceeding relates to the Serviced Loan Group), unless the Special Servicer reasonably believes that such action should be taken in less than five Business Days to preserve the property of the Trust for the benefit of Certificateholders and, in the case of the Serviced Loan Group, the holder of the Serviced Companion Loan, and the Trustee may within five Business Days of its receipt of such notice advise the Special Servicer that it has received an Opinion of Counsel (the cost of which shall be an expense of the Trust) from an attorney duly licensed to practice law in the state where the related Mortgaged Property or REO Property is located, that it is likely that the laws of the state in which said action is to be taken either prohibit such action if taken in the name of the Trust or that the Trust would be adversely affected under the "doing business" or tax laws of such state if such action is taken in its name; provided, further, that the Special Servicer shall not be liable to the extent that it relies on the advice provided in such Opinion of Counsel. Upon receipt of any such advice from the Trustee, the Special Servicer shall take such action in the name of such Person or Persons, in trust for the Trust (or the holder of the Serviced Companion Loan), as shall be consistent with the Opinion of Counsel obtained by the Trustee. Such Person or Persons shall acknowledge in writing that such action is being taken by the Special Servicer in the name of the Trust (or the holder of the Serviced Companion Loan). In the performance of its duties hereunder, the Special Servicer shall be an independent contractor and shall not, except in those instances where it is, after notice to the Trustee as provided above, taking action in the name of the Trust (or the holder of the Serviced Companion Loan), be deemed to be the agent of the Trust (or the holder of the Serviced Companion Loan). The Special Servicer shall indemnify the Trustee for any loss, liability or reasonable expense (including attorneys' fees) incurred by the Trustee or any partner, representative, Affiliate, member, manager, director, officer, employee, agent or Controlling Person of it or its Affiliates in connection with any negligent or intentional misuse of the foregoing powers of attorney furnished to the Special Servicer by the Trustee. Such indemnification shall survive the resignation or termination of the Special Servicer hereunder, the resignation or termination of the Trustee and the termination of this Agreement. The Special Servicer shall not have any responsibility or liability for any act or omission of the Trustee, the Master Servicer or the Depositor that is not attributable to the failure of the Special Servicer to perform its obligations hereunder. The Special Servicer may conclusively rely on any advice of counsel rendered in a Nondisqualification Opinion. (b) In servicing and administering the Specially Serviced Mortgage Loans and managing any related REO Properties, the Special Servicer shall employ procedures consistent with the Servicing Standard. The Special Servicer shall conduct, or cause to be conducted, inspections of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at such times and in such manner as shall be consistent with the Servicing Standard; provided that the Special Servicer shall conduct, or cause to be conducted, inspections of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at least once during each twelve-month period that ends on June 30 of any calendar year (commencing with the twelve-month period ending June 30, 2005); provided, further, that the Special Servicer shall, at the expense of the Trust, inspect or cause to be inspected each Mortgaged Property related to a Mortgage Loan that is delinquent for sixty (60) days in the payment of any amounts due under such Mortgage Loan. The Special Servicer shall provide to the Master Servicer, the Operating Adviser and solely as they relate to the Serviced Loan Group, the holder of the Serviced Companion Loan copies of the Inspection Reports relating to such inspections as soon as practicable after the completion of any inspection. The duties of the Special Servicer set forth in this Section 9.4(b) with respect to the Specially Serviced Mortgage Loans shall not include the Non-Trust-Serviced Pari Passu Loans. (c) Except as set forth in Section 9.4(d) below, pursuant and subject to the related Intercreditor Agreement, each owner of the Serviced Companion Loan has agreed that the Master Servicer and the Special Servicer are authorized and obligated to service and administer the Serviced Companion Loan pursuant to this Agreement. (d) Pursuant to the related Intercreditor Agreement, the holder the President Plaza B Note has retained the right to terminate the Special Servicer of the President Plaza Mortgage Loan (with or without cause) and to appoint a special servicer of the President Plaza Mortgage Loan and any related REO Property. The Special Servicer shall meet the requirements applicable to a successor Special Servicer contained in Section 9.21(b). Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Special Servicer's obligations and responsibilities hereunder and the Special Servicer's authority with respect to the President Plaza Mortgage Loan are limited by and subject to the terms of the related Intercreditor Agreement (upon being appointed special servicer of the President Plaza Mortgage Loan). (e) Pursuant to the Intercreditor Agreement with respect to each Non-Trust-Serviced Pari Passu Loan, the owner of the related Non-Trust-Serviced Pari Passu Loan has agreed that such owner's rights in, to and under the related Non-Trust-Serviced Pari Passu Loan are subject to the servicing and all other rights of the applicable Other Master Servicer and the applicable Other Special Servicer and the applicable Other Master Servicer and the applicable Other Special Servicer are authorized and obligated to service and administer the related Non-Trust-Serviced Pari Passu Loan pursuant to the applicable Other Pooling and Servicing Agreement. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Special Servicer's obligations and responsibilities hereunder and the Special Servicer's authority with respect to each Non-Trust-Serviced Pari Passu Loan are limited by and subject to the terms of the related Intercreditor Agreement and the rights of the applicable Other Master Servicer and the applicable Other Special Servicer with respect thereto under the applicable Other Pooling and Servicing Agreement. The Special Servicer shall take such actions as it shall deem reasonably necessary to facilitate the servicing of the Non-Trust-Serviced Pari Passu Loan by the applicable Other Master Servicer and the applicable Other Special Servicer including, but not limited to, delivering appropriate Requests for Release to the Trustee and Custodian (if any) in order to deliver any portion of the related Mortgage File to the applicable Other Master Servicer or applicable Other Special Servicer under the applicable Other Pooling and Servicing Agreement.

Special Servicers' General Powers and Duties. (a) Subject to the other terms and provisions of this Agreement (including, but not limited to, Sections 9.39) and the terms and provisions of the related Intercreditor Agreement for the Serviced Loan Group), the each Special Servicer is hereby authorized and empowered when the such Special Servicer believes it appropriate in accordance with the Servicing Standard, to take any and all the actions with respect to Specially Serviced Mortgage Loans which the applicable Master Servicer may perform as set forth in Section 8.3(a), including (i) to execute and deliver, on behalf of itself or the Trust (or the holder of the Serviced Companion Loan, if applicable)Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Specially Serviced Mortgage Loans and with respect to the related REO Properties and (ii) to effectuate foreclosure or other conversion of the ownership of any REO Property securing a Mortgage Loan. The Trustee shall execute on the Closing Date the Power Powers of Attorney in the form of Exhibit S-2 S-2A and Exhibit S-2B hereto and shall furnish the applicable Special Servicer from time to time, upon request, with any additional powers of attorney of the Trust, empowering the such Special Servicer to take such actions as it determines to be reasonably necessary to comply with its servicing, administrative and management duties hereunder, and the Trustee shall execute and deliver or cause to be executed and delivered such other documents as a Special Servicing Officer may request, that are necessary or appropriate to enable the such Special Servicer to service, administer and manage the Specially Serviced Mortgage Loans and carry out its duties hereunder, in each case as the such Special Servicer determines is in accordance with the Servicing Standard and the terms of this Agreement; provided that, prior to initiating any proceedings in any court of law or equity (but not defending any proceedings in any court of law or equity) or instituting any proceeding to foreclose on any Mortgaged Property in the name of the Trust in any state, the such Special Servicer shall notify the Trustee and the holder of the Serviced Companion Loan (if such proceeding relates to the Serviced Loan Group) in writing and not institute or initiate any such proceedings for a period of five Business Days from the date of its delivery of such notice to the Trustee and the holder of the Serviced Companion Loan (if such proceeding relates to the Serviced Loan Group)Trustee, unless the such Special Servicer reasonably believes that such action should be taken in less than five Business Days to preserve the property of the Trust for the benefit of Certificateholders and, in the case of the Serviced Loan Group, the holder of the Serviced Companion LoanCertificateholders, and the Trustee may within five Business Days of its receipt of such notice advise the such Special Servicer that it has received an Opinion of Counsel (the cost of which shall be an expense of the Trust) from an attorney duly licensed to practice law in the state where the related Mortgaged Property or REO Property is located, that it is likely that the laws of the state in which said action is to be taken either prohibit such action if taken in the name of the Trust or that the Trust would be adversely affected under the "doing business" or tax laws of such state if such action is taken in its name; provided, further, that the such Special Servicer shall not be liable to the extent that it relies on the advice provided in such Opinion of Counsel. Upon receipt of any such advice from the Trustee, the applicable Special Servicer shall take such action in the name of such Person or Persons, in trust for the Trust (or the holder of the Serviced Companion Loan)Trust, as shall be consistent with the Opinion of Counsel obtained by the Trustee. Such Person or Persons shall acknowledge in writing that such action is being taken by the Special Servicer in the name of the Trust (or the holder of the Serviced Companion Loan)Trust. In the performance of its duties hereunder, the applicable Special Servicer shall be an independent contractor and shall not, except in those instances where it is, after notice to the Trustee as provided above, taking action in the name of the Trust (or the holder of the Serviced Companion Loan)Trust, be deemed to be the agent of the Trust (or the holder of the Serviced Companion Loan)Trust. The applicable Special Servicer shall indemnify the Trustee for any loss, liability or reasonable expense (including attorneys' fees) incurred by the Trustee or any partner, representative, Affiliate, member, manager, director, officer, employee, agent or Controlling Person of it or its Affiliates in connection with any negligent or intentional misuse of the foregoing powers of attorney furnished to the such Special Servicer by the Trustee. Such indemnification shall survive the resignation or termination of the a Special Servicer hereunder, the resignation or termination of the Trustee and the termination of this Agreement. The applicable Special Servicer shall not have any responsibility or liability for any act or omission of the Trustee, the applicable Master Servicer or the Depositor that is not attributable to the failure of the such Special Servicer to perform its obligations hereunder. The applicable Special Servicer may conclusively rely on any advice of counsel rendered in a Nondisqualification Opinion. (b) In servicing and administering the Specially Serviced Mortgage Loans and managing any related REO Properties, the applicable Special Servicer shall employ procedures consistent with the Servicing Standard. The applicable Special Servicer shall conduct, or cause to be conducted, at the expense of the Trust, inspections of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at such times and in such manner as shall be consistent with the Servicing Standard; provided that the such Special Servicer shall conduct, or cause to be conducted, inspections of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at least once during each twelve-month period that ends on June March 30 of any calendar year (commencing with the twelve-month period ending June March 30, 20052008); provided, further, that the such Special Servicer shall, at the expense of the Trust, inspect or cause to be inspected each Mortgaged Property related to a Mortgage Loan that is delinquent for sixty (60) days in the payment of any amounts due under such Mortgage Loan. The applicable Special Servicer shall provide to the applicable Master Servicer, Servicer and the Operating Adviser and solely as they relate to the Serviced Loan Group, the holder of the Serviced Companion Loan copies of the Inspection Reports relating to such inspections as soon as practicable after the completion of any inspection. The duties of the Special Servicer set forth in this Section 9.4(b) with respect to the Specially Serviced Mortgage Loans shall not include the Non-Trust-Serviced Pari Passu Loans. (c) Except as set forth in Section 9.4(d) below, pursuant and subject to the related Intercreditor Agreement, each owner of the Serviced Companion Loan has agreed that the Master Servicer and the Special Servicer are authorized and obligated to service and administer the Serviced Companion Loan pursuant to this Agreement. (d) Pursuant to the related Intercreditor Agreement, the holder the President Plaza B Note has retained the right to terminate the Special Servicer of the President Plaza Mortgage Loan (with or without cause) and to appoint a special servicer of the President Plaza Mortgage Loan and any related REO Property. The Special Servicer shall meet the requirements applicable to a successor Special Servicer contained in Section 9.21(b). Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Special Servicer's obligations and responsibilities hereunder and the Special Servicer's authority Co-Lender Agreement with respect to the President Plaza Mortgage Loan are limited by and subject to the terms of the related Intercreditor Agreement (upon being appointed special servicer of the President Plaza Mortgage Loan). (e) Pursuant to the Intercreditor Agreement with respect to each Non-Trust-Serviced Pari Passu Loan, the owner of the related Non-Trust-Serviced Pari Passu Loan has agreed that such owner's rights in, to and under the related Non-Trust-Serviced Pari Passu Loan are subject to the servicing and all other rights of the applicable Other 2007-HQ11 Master Servicer and the applicable Other 2007-HQ11 Special Servicer and the applicable Other 2007-HQ11 Master Servicer and the applicable Other 2007-HQ11 Special Servicer are authorized and obligated to service and administer the related Non-Trust-Serviced Pari Passu Loan pursuant to the applicable Other 2007-HQ11 Pooling and Servicing Agreement. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the General Special Servicer's obligations and responsibilities hereunder and the General Special Servicer's authority with respect to each the Non-Trust-Serviced Pari Passu Loan are limited by and subject to the terms of the related Intercreditor Co-Lender Agreement and the rights of the applicable Other 2007-HQ11 Master Servicer and the applicable Other 2007-HQ11 Special Servicer with respect thereto under the applicable Other 2007-HQ11 Pooling and Servicing Agreement. The General Special Servicer shall take such actions as it shall deem reasonably necessary to facilitate the servicing of the Non-Trust-Serviced Pari Passu Loan by the applicable Other 2007-HQ11 Master Servicer and the applicable Other 2007-HQ11 Special Servicer including, but not limited to, delivering appropriate Requests for Release to the Trustee and Custodian (if any) in order to deliver any portion of the related Mortgage File to the applicable Other 2007-HQ11 Master Servicer or applicable Other the 2007-HQ11 Special Servicer under the applicable Other 2007-HQ11 Pooling and Servicing Agreement.

Special Servicers' General Powers and Duties. (a) Subject to the other terms and provisions of this Agreement (including, but not limited to, Sections 9.39) and the terms and provisions of the related Intercreditor Agreement for the Serviced Loan Group), the Special Servicer is hereby authorized and empowered when the Special Servicer believes it appropriate in accordance with the Servicing Standard, to take any and all the actions with respect to Specially Serviced Mortgage Loans which the applicable Master Servicer may perform as set forth in Section 8.3(a), including (i) to execute and deliver, on behalf of itself or the Trust (or the holder of the a Serviced Companion Loan, if as applicable), any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Specially Serviced Mortgage Loans and with respect to the related REO Properties and (ii) to effectuate foreclosure or other conversion of the ownership of any REO Property securing a Mortgage Loan. The Trustee shall execute on the Closing Date the Power Powers of Attorney in the form of Exhibit S-2 S-2A and Exhibit S-2B hereto and shall furnish the Special Servicer from time to time, upon request, with any additional powers of attorney of the Trust, empowering the Special Servicer to take such actions as it determines to be reasonably necessary to comply with its servicing, administrative and management duties hereunder, and the Trustee shall execute and deliver or cause to be executed and delivered such other documents as a Special Servicing Officer may request, that are necessary or appropriate to enable the Special Servicer to service, administer and manage the Specially Serviced Mortgage Loans and carry out its duties hereunder, in each case as the Special Servicer determines is in accordance with the Servicing Standard and the terms of this Agreement; provided that, prior to initiating any proceedings in any court of law or equity (but not defending any proceedings in any court of law or equity) or instituting any proceeding to foreclose on any Mortgaged Property in the name of the Trust in any state, the Special Servicer shall notify the Trustee and the holder of the Serviced Companion Loan (if such proceeding relates to the Serviced Loan Group) in writing and not institute or initiate any such proceedings for a period of five Business Days from the date of its delivery of such notice to the Trustee and the holder of the Serviced Companion Loan (if such proceeding relates to the Serviced Loan Group)Trustee, unless the Special Servicer reasonably believes that such action should be taken in less than five Business Days to preserve the property of the Trust for the benefit of Certificateholders and, in the case of the Serviced Loan Group, the holder of the Serviced Companion LoanCertificateholders, and the Trustee may within five Business Days of its receipt of such notice advise the Special Servicer that it has received an Opinion of Counsel (the cost of which shall be an expense of the Trust) from an attorney duly licensed to practice law in the state where the related Mortgaged Property or REO Property is located, that it is likely that the laws of the state in which said action is to be taken either prohibit such action if taken in the name of the Trust or that the Trust would be adversely affected under the "doing business" or tax laws of such state if such action is taken in its name; provided, further, that the Special Servicer shall not be liable to the extent that it relies on the advice provided in such Opinion of Counsel. Upon receipt of any such advice from the Trustee, the Special Servicer shall take such action in the name of such Person or Persons, in trust for the Trust (or the holder of the a Serviced Companion Loan, as applicable), as shall be consistent with the Opinion of Counsel obtained by the Trustee. Such Person or Persons shall acknowledge in writing that such action is being taken by the Special Servicer in the name of the Trust (or the holder of the a Serviced Companion Loan, as applicable). In the performance of its duties hereunder, the Special Servicer shall be an independent contractor and shall not, except in those instances where it is, after notice to the Trustee as provided above, taking action in the name of the Trust (or the holder of the a Serviced Companion Loan, as applicable), be deemed to be the agent of the Trust (or the holder of the a Serviced Companion Loan, as applicable). The Special Servicer shall indemnify the Trustee for any loss, liability or reasonable expense (including attorneys' fees) incurred by the Trustee or any partner, representative, Affiliate, member, manager, director, officer, employee, agent or Controlling Person of it or its Affiliates in connection with any negligent or intentional misuse of the foregoing powers of attorney furnished to the Special Servicer by the Trustee. Such indemnification shall survive the resignation or termination of the Special Servicer hereunder, the resignation or termination of the Trustee and the termination of this Agreement. The Special Servicer shall not have any responsibility or liability for any act or omission of the Trustee, the applicable Master Servicer or the Depositor that is not attributable to the failure of the Special Servicer to perform its obligations hereunder. The Special Servicer may conclusively rely on any advice of counsel rendered in a Nondisqualification Opinion. (b) In servicing and administering the Specially Serviced Mortgage Loans and managing any related REO Properties, the Special Servicer shall employ procedures consistent with the Servicing Standard. The Special Servicer shall conduct, or cause to be conducted, at the expense of the Trust, inspections of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at such times and in such manner as shall be consistent with the Servicing Standard; provided that the Special Servicer shall conduct, or cause to be conducted, inspections of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at least once during each twelve-month period that ends on June 30 of any calendar year (commencing with the twelve-month period ending June 30, 20052007); provided, further, that the Special Servicer shall, at the expense of the Trust, inspect or cause to be inspected each Mortgaged Property related to a Mortgage Loan that is delinquent for sixty (60) days in the payment of any amounts due under such Mortgage Loan. The Special Servicer shall provide to the applicable Master ServicerServicer (who shall provide, the Operating Adviser and solely as they relate it relates to the a Serviced Loan Group, to the holder of the related Serviced Companion Loan Loan) and the Operating Adviser copies of the Inspection Reports relating to such inspections as soon as practicable after the completion of any inspection. The duties of the Special Servicer set forth in this Section 9.4(b) with respect to the Specially Serviced Mortgage Loans shall not include the Non-Trust-Serviced Pari Passu Loans. (c) Except as set forth in Section 9.4(d) below, pursuant and subject to the related Intercreditor Agreement, each owner of the Serviced Companion Loan has agreed that the Master Servicer and the Special Servicer are authorized and obligated to service and administer the Serviced Companion Loan pursuant to this Agreement. (d) Pursuant to the related Intercreditor Agreement, the holder the President Plaza B Note has retained the right to terminate the Special Servicer of the President Plaza Mortgage Loan (with or without cause) and to appoint a special servicer of the President Plaza Mortgage Loan and any related REO Property. The Special Servicer shall meet the requirements applicable to a successor Special Servicer contained in Section 9.21(b). Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Special Servicer's obligations and responsibilities hereunder and the Special Servicer's authority with respect to the President Plaza Mortgage Loan are limited by and subject to the terms of the related Intercreditor Agreement (upon being appointed special servicer of the President Plaza Mortgage Loan). (e) Pursuant to the Intercreditor Agreement with respect to each Non-Trust-Serviced Pari Passu Loan, the owner of the related Non-Trust-Serviced Pari Passu Loan has agreed that such owner's rights in, to and under the related Non-Trust-Serviced Pari Passu Loan are subject to the servicing and all other rights of the applicable Other Master Servicer and the applicable Other Special Servicer and the applicable Other Master Servicer and the applicable Other Special Servicer are authorized and obligated to service and administer the related Non-Trust-Serviced Pari Passu Loan pursuant to the applicable Other Pooling and Servicing Agreement. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Special Servicer's obligations and responsibilities hereunder and the Special Servicer's authority with respect to each Non-Trust-Serviced Pari Passu Loan are limited by and subject to the terms of the related Intercreditor Agreement and the rights of the applicable Other Master Servicer and the applicable Other Special Servicer with respect thereto under the applicable Other Pooling and Servicing Agreement. The Special Servicer shall take such actions as it shall deem reasonably necessary to facilitate the servicing of the Non-Trust-Serviced Pari Passu Loan by the applicable Other Master Servicer and the applicable Other Special Servicer including, but not limited to, delivering appropriate Requests for Release to the Trustee and Custodian (if any) in order to deliver any portion of the related Mortgage File to the applicable Other Master Servicer or applicable Other Special Servicer under the applicable Other Pooling and Servicing Agreement.

Special Servicers' General Powers and Duties. (a) Subject to the other terms and provisions of this Agreement (including, but not limited to, Sections 9.39) and the terms and provisions of the related Intercreditor Agreement for the Serviced Loan Group), the Special Servicer is hereby authorized and empowered when the such Special Servicer believes it appropriate in accordance with the Servicing Standard, to take any and all the actions with respect to Specially Serviced Mortgage Loans which the applicable Master Servicer may perform as set forth in Section 8.3(a), including (i) to execute and deliver, on behalf of itself or the Trust (or the holder of the Serviced Companion Loan, if applicable)Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Specially Serviced Mortgage Loans and with respect to the related REO Properties and (ii) to effectuate foreclosure or other conversion of the ownership of any REO Property securing a Mortgage Loan. The Trustee shall execute on the Closing Date the Power Powers of Attorney in the form of Exhibit S-2 S-2A and Exhibit S-2B hereto and shall furnish the applicable Special Servicer from time to time, upon request, with any additional powers of attorney of the Trust, empowering the such Special Servicer to take such actions as it determines to be reasonably necessary to comply with its servicing, administrative and management duties hereunder, and the Trustee shall execute and deliver or cause to be executed and delivered such other documents as a Special Servicing Officer may request, that are necessary or appropriate to enable the such Special Servicer to service, administer and manage the Specially Serviced Mortgage Loans and carry out its duties hereunder, in each case as the such Special Servicer determines is in accordance with the Servicing Standard and the terms of this Agreement; provided that, prior to initiating any proceedings in any court of law or equity (but not defending any proceedings in any court of law or equity) or instituting any proceeding to foreclose on any Mortgaged Property in the name of the Trust in any state, the such Special Servicer shall notify the Trustee and the holder of the Serviced Companion Loan (if such proceeding relates to the Serviced Loan Group) in writing and not institute or initiate any such proceedings for a period of five Business Days from the date of its delivery of such notice to the Trustee and the holder of the Serviced Companion Loan (if such proceeding relates to the Serviced Loan Group)Trustee, unless the such Special Servicer reasonably believes that such action should be taken in less than five Business Days to preserve the property of the Trust for the benefit of Certificateholders and, in the case of the Serviced Loan Group, the holder of the Serviced Companion LoanCertificateholders, and the Trustee may within five Business Days of its receipt of such notice advise the such Special Servicer that it has received an Opinion of Counsel (the cost of which shall be an expense of the Trust) from an attorney duly licensed to practice law in the state where the related Mortgaged Property or REO Property is located, that it is likely that the laws of the state in which said action is to be taken either prohibit such action if taken in the name of the Trust or that the Trust would be adversely affected under the "doing business" or tax laws of such state if such action is taken in its name; provided, further, that the such Special Servicer shall not be liable to the extent that it relies on the advice provided in such Opinion of Counsel. Upon receipt of any such advice from the Trustee, the applicable Special Servicer shall take such action in the name of such Person or Persons, in trust for the Trust (or the holder of the Serviced Companion Loan)Trust, as shall be consistent with the Opinion of Counsel obtained by the Trustee. Such Person or Persons shall acknowledge in writing that such action is being taken by the Special Servicer in the name of the Trust (or the holder of the Serviced Companion Loan)Trust. In the performance of its duties hereunder, the applicable Special Servicer shall be an independent contractor and shall not, except in those instances where it is, after notice to the Trustee as provided above, taking action in the name of the Trust (or the holder of the Serviced Companion Loan)Trust, be deemed to be the agent of the Trust (or the holder of the Serviced Companion Loan)Trust. The applicable Special Servicer shall indemnify the Trustee for any loss, liability or reasonable expense (including attorneys' fees) incurred by the Trustee or any partner, representative, Affiliate, member, manager, director, officer, employee, agent or Controlling Person of it or its Affiliates in connection with any negligent or intentional misuse of the foregoing powers of attorney furnished to the such Special Servicer by the Trustee. Such indemnification shall survive the resignation or termination of the a Special Servicer hereunder, the resignation or termination of the Trustee and the termination of this Agreement. The applicable Special Servicer shall not have any responsibility or liability for any act or omission of the Trustee, the applicable Master Servicer or the Depositor that is not attributable to the failure of the such Special Servicer to perform its obligations hereunder. The applicable Special Servicer may conclusively rely on any advice of counsel rendered in a Nondisqualification Opinion. (b) In servicing and administering the Specially Serviced Mortgage Loans and managing any related REO Properties, the applicable Special Servicer shall employ procedures consistent with the Servicing Standard. The applicable Special Servicer shall conduct, or cause to be conducted, inspections of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at such times and in such manner as shall be consistent with the Servicing Standard; provided that the such Special Servicer shall conduct, or cause to be conducted, inspections of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at least once during each twelve-month period that ends on June 30 of any calendar year (commencing with the twelve-month period ending June 30, 20052006); provided, further, that the such Special Servicer shall, at the expense of the Trust, inspect or cause to be inspected each Mortgaged Property related to a Mortgage Loan that is delinquent for sixty (60) days in the payment of any amounts due under such Mortgage Loan. The applicable Special Servicer shall provide to the applicable Master Servicer, Servicer and the Operating Adviser and solely as they relate to the Serviced Loan Group, the holder of the Serviced Companion Loan copies of the Inspection Reports relating to such inspections as soon as practicable after the completion of any inspection. The duties of the Special Servicer set forth in this Section 9.4(b) with respect to the Specially Serviced Mortgage Loans shall not include the Non-Trust-Serviced Pari Passu Loans. (c) Except as set forth in Section 9.4(d) below, pursuant and subject to the related Intercreditor Agreement, each owner of the Serviced Companion Loan has agreed that the Master Servicer and the Special Servicer are authorized and obligated to service and administer the Serviced Companion Loan pursuant to this Agreement. (d) Pursuant to the related Intercreditor Agreement, the holder the President Plaza B Note has retained the right to terminate the Special Servicer of the President Plaza Mortgage Loan (with or without cause) and to appoint a special servicer of the President Plaza Mortgage Loan and any related REO Property. The Special Servicer shall meet the requirements applicable to a successor Special Servicer contained in Section 9.21(b). Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Special Servicer's obligations and responsibilities hereunder and the Special Servicer's authority with respect to the President Plaza Mortgage Loan are limited by and subject to the terms of the related Intercreditor Agreement (upon being appointed special servicer of the President Plaza Mortgage Loan). (e) Pursuant to the Intercreditor Agreement with respect to each Non-Trust-Serviced Pari Passu Loan, the owner of the related Non-Trust-Serviced Pari Passu Loan has agreed that such owner's rights in, to and under the related Non-Trust-Serviced Pari Passu Loan are subject to the servicing and all other rights of the applicable Other Master Servicer and the applicable Other Special Servicer and the applicable Other Master Servicer and the applicable Other Special Servicer are authorized and obligated to service and administer the related Non-Trust-Serviced Pari Passu Loan pursuant to the applicable Other Pooling and Servicing Agreement. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Special Servicer's obligations and responsibilities hereunder and the Special Servicer's authority with respect to each Non-Trust-Serviced Pari Passu Loan are limited by and subject to the terms of the related Intercreditor Agreement and the rights of the applicable Other Master Servicer and the applicable Other Special Servicer with respect thereto under the applicable Other Pooling and Servicing Agreement. The Special Servicer shall take such actions as it shall deem reasonably necessary to facilitate the servicing of the Non-Trust-Serviced Pari Passu Loan by the applicable Other Master Servicer and the applicable Other Special Servicer including, but not limited to, delivering appropriate Requests for Release to the Trustee and Custodian (if any) in order to deliver any portion of the related Mortgage File to the applicable Other Master Servicer or applicable Other Special Servicer under the applicable Other Pooling and Servicing Agreement.

Special Servicers' General Powers and Duties. (a) Subject to the other terms and provisions of this Agreement (including, but not limited to, Sections 9.39) and the terms and provisions of the related Intercreditor Agreement for the Serviced Loan Group), the Special Servicer is hereby authorized and empowered when the such Special Servicer believes it appropriate in accordance with the Servicing Standard, to take any and all the actions with respect to Specially Serviced Mortgage Loans which the applicable Master Servicer may perform as set forth in Section 8.3(a), including (i) to execute and deliver, on behalf of itself or the Trust (or the holder of the a Serviced Companion Loan, if as applicable), any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Specially Serviced Mortgage Loans and with respect to the related REO Properties and (ii) to effectuate foreclosure or other conversion of the ownership of any REO Property securing a Mortgage Loan. The Trustee shall execute on the Closing Date the Power Powers of Attorney in the form of Exhibit S-2 S-2A and Exhibit S-2B hereto and shall furnish the applicable Special Servicer from time to time, upon request, with any additional powers of attorney of the Trust, empowering the such Special Servicer to take such actions as it determines to be reasonably necessary to comply with its servicing, administrative and management duties hereunder, and the Trustee shall execute and deliver or cause to be executed and delivered such other documents as a Special Servicing Officer may request, that are necessary or appropriate to enable the such Special Servicer to service, administer and manage the Specially Serviced Mortgage Loans and carry out its duties hereunder, in each case as the such Special Servicer determines is in accordance with the Servicing Standard and the terms of this Agreement; provided that, prior to initiating any proceedings in any court of law or equity (but not defending any proceedings in any court of law or equity) or instituting any proceeding to foreclose on any Mortgaged Property in the name of the Trust in any state, the such Special Servicer shall notify the Trustee and the holder of the Serviced Companion Loan (if such proceeding relates to the Serviced Loan Group) in writing and not institute or initiate any such proceedings for a period of five Business Days from the date of its delivery of such notice to the Trustee and the holder of the Serviced Companion Loan (if such proceeding relates to the Serviced Loan Group)Trustee, unless the such Special Servicer reasonably believes that such action should be taken in less than five Business Days to preserve the property of the Trust for the benefit of Certificateholders and, in the case of the Serviced Loan Group, the holder of the Serviced Companion LoanCertificateholders, and the Trustee may within five Business Days of its receipt of such notice advise the such Special Servicer that it has received an Opinion of Counsel (the cost of which shall be an expense of the Trust) from an attorney duly licensed to practice law in the state where the related Mortgaged Property or REO Property is located, that it is likely that the laws of the state in which said action is to be taken either prohibit such action if taken in the name of the Trust or that the Trust would be adversely affected under the "doing business" or tax laws of such state if such action is taken in its name; provided, further, that the such Special Servicer shall not be liable to the extent that it relies on the advice provided in such Opinion of Counsel. Upon receipt of any such advice from the Trustee, the applicable Special Servicer shall take such action in the name of such Person or Persons, in trust for the Trust (or the holder of the a Serviced Companion Loan, as applicable), as shall be consistent with the Opinion of Counsel obtained by the Trustee. Such Person or Persons shall acknowledge in writing that such action is being taken by the Special Servicer in the name of the Trust (or the holder of the a Serviced Companion Loan, as applicable). In the performance of its duties hereunder, the applicable Special Servicer shall be an independent contractor and shall not, except in those instances where it is, after notice to the Trustee as provided above, taking action in the name of the Trust (or the holder of the a Serviced Companion Loan, as applicable), be deemed to be the agent of the Trust (or the holder of the a Serviced Companion Loan, as applicable). The applicable Special Servicer shall indemnify the Trustee for any loss, liability or reasonable expense (including attorneys' fees) incurred by the Trustee or any partner, representative, Affiliate, member, manager, director, officer, employee, agent or Controlling Person of it or its Affiliates in connection with any negligent or intentional misuse of the foregoing powers of attorney furnished to the such Special Servicer by the Trustee. Such indemnification shall survive the resignation or termination of the a Special Servicer hereunder, the resignation or termination of the Trustee and the termination of this Agreement. The applicable Special Servicer shall not have any responsibility or liability for any act or omission of the Trustee, the applicable Master Servicer or the Depositor that is not attributable to the failure of the such Special Servicer to perform its obligations hereunder. The applicable Special Servicer may conclusively rely on any advice of counsel rendered in a Nondisqualification Opinion. (b) In servicing and administering the Specially Serviced Mortgage Loans and managing any related REO Properties, the applicable Special Servicer shall employ procedures consistent with the Servicing Standard. The applicable Special Servicer shall conduct, or cause to be conducted, at the expense of the Trust, inspections of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at such times and in such manner as shall be consistent with the Servicing Standard; provided that the such Special Servicer shall conduct, or cause to be conducted, inspections of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at least once during each twelve-month period that ends on June 30 of any calendar year (commencing with the twelve-month period ending June 30, 20052007); provided, further, that the such Special Servicer shall, at the expense of the Trust, inspect or cause to be inspected each Mortgaged Property related to a Mortgage Loan that is delinquent for sixty (60) days in the payment of any amounts due under such Mortgage Loan. The applicable Special Servicer shall provide to the applicable Master ServicerServicer (who shall provide, the Operating Adviser and solely as they relate it relates to the a Serviced Loan Group, to the holder of the related Serviced Companion Loan Loan) and the Operating Adviser copies of the Inspection Reports relating to such inspections as soon as practicable after the completion of any inspection. The duties of the Special Servicer set forth in this Section 9.4(b) with respect to the Specially Serviced Mortgage Loans shall not include the Non-Trust-Serviced Pari Passu Loans. (c) Except as set forth in Section 9.4(d) below, pursuant and subject Pursuant to the related Intercreditor Co-Lender Agreement, each owner the holder of the a Serviced Companion Loan has agreed that the General Master Servicer and the General Special Servicer are authorized and obligated to service and administer the such Serviced Companion Loan pursuant to this Agreement. (d) Pursuant to the related Intercreditor Co-Lender Agreement, the holder the President Plaza B Note has retained the right to terminate the Special Servicer of the President Plaza Mortgage Loan (with or without cause) and to appoint a special servicer of the President Plaza Mortgage Loan and any related REO Property. The Special Servicer shall meet the requirements applicable to a successor Special Servicer contained in Section 9.21(b). Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Special Servicer's obligations and responsibilities hereunder and the Special Servicer's authority with respect to the President Plaza Mortgage Loan are limited by and subject to the terms of the related Intercreditor Agreement (upon being appointed special servicer of the President Plaza Mortgage Loan). (e) Pursuant to the Intercreditor Agreement with respect to each Non-Trust-Serviced Pari Passu Loan, the owner of the related Non-Trust-Serviced Pari Passu Companion Loan has agreed that such owner's rights in, to and under the related Non-Trust-Serviced Pari Passu Loan are subject to the servicing and all other rights of the applicable Other General Master Servicer and the applicable Other Special Servicer and the applicable Other Master Servicer and the applicable Other General Special Servicer are authorized and obligated to service and administer the related Non-Trust-such Serviced Pari Passu Companion Loan pursuant to the applicable Other Pooling and Servicing this Agreement. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the General Special Servicer's obligations and responsibilities hereunder and the General Special Servicer's authority with respect to each Non-Trust-Serviced the Michigan Plaza Pari Passu Loan and the Royal Airport Office Mortgage Loan are limited by and subject to the terms of the related Intercreditor Agreement and Co-Lender Agreement. At such time when a Serviced Companion Loan is deposited into a different commercial mortgage securitization (each, an "Other Securitization"), the rights of the applicable Other Master General Special Servicer and shall be required to consult with the applicable Other Special Servicer in respect thereof, and shall provide the Other Special Servicer with an opportunity to review any proposed action to be taken in respect thereof. The Other Special Servicer and the Other Operating Adviser shall have such opportunity to consult with the General Special Servicer for a period from the date of receipt of the General Special Servicer's written description of its proposed action through (but excluding) the fifth Business Day following the date of receipt (the "Initial Review Period"). The General Special Servicer shall implement its written proposal if the Other Special Servicer (in consultation with the Other Operating Adviser) does not disapprove the proposed action within the Initial Review Period, unless the General Special Servicer has been directed to do otherwise by the Operating Adviser (in which event the General Special Servicer shall advise the Other Special Servicer of such alternate course of action). If the Other Special Servicer (in consultation with the Other Operating Adviser) disagrees with any aspect of the written proposal and, after consulting with the General Special Servicer during the Initial Review Period, is unable to reach agreement on the proper course of action and notifies the General Special Servicer of its disagreement in writing, then the Other Special Servicer shall be entitled to an additional period of five Business Days (the "Additional Review Period") to continue its discussions with the General Special Servicer and the Operating Adviser. If the Other Special Servicer and the General Special Servicer agree on a revised course of action within the Initial Review Period or the Additional Review Period, then the General Special Servicer shall revise the written proposal to reflect the agreed upon revised course of action and shall implement that course of action. If the Other Special Servicer and the General Special Servicer are unable to agree on the appropriate course of action by the end of the Additional Review Period, then the General Special Servicer shall decide, without direction from or consent of or further consultation with such Other Special Servicer, in accordance with the Servicing Standard set forth in this Agreement, what course of action to follow. If an Event of Default has occurred and is continuing with respect thereto to the General Special Servicer under this Agreement, which Event of Default does not relate to any Mortgage Loan other than a Serviced Loan Group, then the trustee under the applicable Other Pooling and Servicing Agreement. The Agreement shall be entitled to direct the Trustee to (a) terminate the defaulting General Special Servicer shall take solely with respect to such actions as it shall deem reasonably necessary to facilitate Serviced Loan Group and (b) appoint a successor special servicer that meets the servicing eligibility requirements of the Non-Trust-Serviced Pari Passu Loan by the applicable Other Master Servicer Pooling and Servicing Agreement and this Agreement. In such event, the trustee under the applicable Other Pooling and Servicing Agreement shall exercise its rights set forth in the preceding sentence at the direction of the certificateholders holding at least 25% of the certificate balance of the certificates issued under the Other Securitization or the Other Operating Adviser. The replacement of the General Special Servicer includingwith respect to a Serviced Loan Group, but not limited toas contemplated above, delivering appropriate Requests for Release will in any event be subject to obtaining Rating Agency Confirmation hereunder and any required Rating Agency Confirmation with respect to the Trustee and Custodian (if any) in order to deliver any portion of certificates by the related Mortgage File to the applicable Other Master Servicer or applicable Other Special Servicer trustee under the applicable Other Pooling and Servicing Agreement.

Special Servicers' General Powers and Duties. (a) Subject to the other terms and provisions of this Agreement (including, but not limited to, Sections 9.39) and the terms and provisions of the related Intercreditor Agreement for the Serviced Loan Group), the Special Servicer is hereby authorized and empowered when the Special Servicer believes it appropriate in accordance with the Servicing Standard, to take any and all the actions with respect to Specially Serviced Mortgage Loans which the Master Servicer may perform as set forth in Section 8.3(a), including (i) to execute and deliver, on behalf of itself or the Trust (or the holder of the Serviced Companion Loan, if applicable)Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Specially Serviced Mortgage Loans and with respect to the related REO Properties and (ii) to effectuate foreclosure or other conversion of the ownership of any REO Property securing a Mortgage Loan. The Trustee shall execute on the Closing Date the Power Powers of Attorney in the form of Exhibit S-2 hereto and shall furnish the Special Servicer from time to time, upon request, with any additional powers of attorney of the Trust, empowering the Special Servicer to take such actions as it determines to be reasonably necessary to comply with its servicing, administrative and management duties hereunder, and the Trustee shall execute and deliver or cause to be executed and delivered such other documents as a Special Servicing Officer may request, that are necessary or appropriate to enable the Special Servicer to service, administer and manage the Specially Serviced Mortgage Loans and carry out its duties hereunder, in each case as the Special Servicer determines is in accordance with the Servicing Standard and the terms of this Agreement; provided that, prior to initiating any proceedings in any court of law or equity (but not defending any proceedings in any court of law or equity) or instituting any proceeding to foreclose on any Mortgaged Property in the name of the Trust in any state, the Special Servicer shall notify the Trustee and the holder of the Serviced Companion Loan (if such proceeding relates to the Serviced Loan Group) in writing and not institute or initiate any such proceedings for a period of five Business Days from the date of its delivery of such notice to the Trustee and the holder of the Serviced Companion Loan (if such proceeding relates to the Serviced Loan Group)Trustee, unless the Special Servicer reasonably believes that such action should be taken in less than five Business Days to preserve the property of the Trust for the benefit of Certificateholders and, in the case of the Serviced Loan Group, the holder of the Serviced Companion LoanCertificateholders, and the Trustee may within five Business Days of its receipt of such notice advise the Special Servicer that it has received an Opinion of Counsel (the cost of which shall be an expense of the Trust) from an attorney duly licensed to practice law in the state where the related Mortgaged Property or REO Property is located, that it is likely that the laws of the state in which said action is to be taken either prohibit such action if taken in the name of the Trust or that the Trust would be adversely affected under the "“doing business" ” or tax laws of such state if such action is taken in its name; provided, further, that the Special Servicer shall not be liable to the extent that it relies on the advice provided in such Opinion of Counsel. Upon receipt of any such advice from the Trustee, the Special Servicer shall take such action in the name of such Person or Persons, in trust for the Trust (or the holder of the Serviced Companion Loan)Trust, as shall be consistent with the Opinion of Counsel obtained by the Trustee. Such Person or Persons shall acknowledge in writing that such action is being taken by the Special Servicer in the name of the Trust (or the holder of the Serviced Companion Loan)Trust. In the performance of its duties hereunder, the Special Servicer shall be an independent contractor and shall not, except in those instances where it is, after notice to the Trustee as provided above, taking action in the name of the Trust (or the holder of the Serviced Companion Loan)Trust, be deemed to be the agent of the Trust (or the holder of the Serviced Companion Loan)Trust. The Special Servicer shall indemnify the Trustee for any loss, liability or reasonable expense (including attorneys' ’ fees) incurred by the Trustee or any partner, representative, Affiliate, member, manager, director, officer, employee, agent or Controlling Person of it or its Affiliates in connection with any negligent or intentional misuse of the foregoing powers of attorney furnished to the Special Servicer by the Trustee. Such indemnification shall survive the resignation or termination of the Special Servicer hereunder, the resignation or termination of the Trustee and the termination of this Agreement. The Special Servicer shall not have any responsibility or liability for any act or omission of the Trustee, the Master Servicer or the Depositor that is not attributable to the failure of the Special Servicer to perform its obligations hereunder. The Special Servicer may conclusively rely on any advice of counsel rendered in a Nondisqualification Opinion. (b) In servicing and administering the Specially Serviced Mortgage Loans and managing any related REO Properties, the Special Servicer shall employ procedures consistent with the Servicing Standard. The Special Servicer shall conduct, or cause to be conducted, inspections of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at such times and in such manner as shall be consistent with the Servicing Standard; provided that the Special Servicer shall conduct, or cause to be conducted, inspections of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at least once during each twelve-month period that ends on June 30 of any calendar year (commencing with the twelve-month period ending June 30, 200520__); provided, further, that the Special Servicer shall, at the expense of the Trust, inspect or cause to be inspected each Mortgaged Property related to a Mortgage Loan that is delinquent for sixty (60) days in the payment of any amounts due under such Mortgage Loan. The Special Servicer shall provide to the Master Servicer, Servicer and the Operating Adviser and solely as they relate to the Serviced Loan Group, the holder of the Serviced Companion Loan copies of the Inspection Reports relating to such inspections as soon as practicable after the completion of any inspection. The duties of the Special Servicer set forth in this Section 9.4(b) with respect to the Specially Serviced Mortgage Loans shall not include the Non-Trust-Serviced Pari Passu Loans. (c) Except as set forth in Section 9.4(d) below, pursuant and subject to the related Intercreditor Agreement, each owner of the Serviced Companion Loan has agreed that the Master Servicer and the Special Servicer are authorized and obligated to service and administer the Serviced Companion Loan pursuant to this Agreement. (d) Pursuant to the related Intercreditor Agreement, the holder the President Plaza B Note has retained the right to terminate the Special Servicer of the President Plaza Mortgage Loan (with or without cause) and to appoint a special servicer of the President Plaza Mortgage Loan and any related REO Property. The Special Servicer shall meet the requirements applicable to a successor Special Servicer contained in Section 9.21(b). Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Special Servicer's obligations and responsibilities hereunder and the Special Servicer's authority with respect to the President Plaza Mortgage Loan are limited by and subject to the terms of the related Intercreditor Agreement (upon being appointed special servicer of the President Plaza Mortgage Loan). (e) Pursuant to the Intercreditor Agreement with respect to each Non-Trust-Serviced Pari Passu Loan, the owner of the related Non-Trust-Serviced Pari Passu Loan has agreed that such owner's rights in, to and under the related Non-Trust-Serviced Pari Passu Loan are subject to the servicing and all other rights of the applicable Other Master Servicer and the applicable Other Special Servicer and the applicable Other Master Servicer and the applicable Other Special Servicer are authorized and obligated to service and administer the related Non-Trust-Serviced Pari Passu Loan pursuant to the applicable Other Pooling and Servicing Agreement. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Special Servicer's obligations and responsibilities hereunder and the Special Servicer's authority with respect to each Non-Trust-Serviced Pari Passu Loan are limited by and subject to the terms of the related Intercreditor Agreement and the rights of the applicable Other Master Servicer and the applicable Other Special Servicer with respect thereto under the applicable Other Pooling and Servicing Agreement. The Special Servicer shall take such actions as it shall deem reasonably necessary to facilitate the servicing of the Non-Trust-Serviced Pari Passu Loan by the applicable Other Master Servicer and the applicable Other Special Servicer including, but not limited to, delivering appropriate Requests for Release to the Trustee and Custodian (if any) in order to deliver any portion of the related Mortgage File to the applicable Other Master Servicer or applicable Other Special Servicer under the applicable Other Pooling and Servicing Agreement.

Special Servicers' General Powers and Duties. (a) Subject to the other terms and provisions of this Agreement (including, but not limited to, Sections 9.39) and the terms and provisions of the related Intercreditor Agreement for the Serviced Loan Group), the Special Servicer is hereby authorized and empowered when the Special Servicer believes it appropriate in accordance with the Servicing Standard, to take any and all the actions with respect to Specially Serviced Mortgage Loans which the Master Servicer may perform as set forth in Section 8.3(a), including (i) to execute and deliver, on behalf of itself or the Trust (or the holder of the Serviced Companion Loan, if applicable)Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Specially Serviced Mortgage Loans and with respect to the related REO Properties and (ii) to effectuate foreclosure or other conversion of the ownership of any REO Property securing a Mortgage Loan. The Trustee shall execute on the Closing Date the Power Powers of Attorney in the form of Exhibit S-2 hereto and shall furnish the Special Servicer from time to time, upon request, with any additional powers of attorney of the Trust, empowering the Special Servicer to take such actions as it determines to be reasonably necessary to comply with its servicing, administrative and management duties hereunder, and the Trustee shall execute and deliver or cause to be executed and delivered such other documents as a Special Servicing Officer may request, that are necessary or appropriate to enable the Special Servicer to service, administer and manage the Specially Serviced Mortgage Loans and carry out its duties hereunder, in each case as the Special Servicer determines is in accordance with the Servicing Standard and the terms of this Agreement; provided that, prior to initiating any proceedings in any court of law or equity (but not defending any proceedings in any court of law or equity) or instituting any proceeding to foreclose on any Mortgaged Property in the name of the Trust in any state, the Special Servicer shall notify the Trustee and the holder of the Serviced Companion Loan (if such proceeding relates to the Serviced Loan Group) in writing and not institute or initiate any such proceedings for a period of five Business Days from the date of its delivery of such notice to the Trustee and the holder of the Serviced Companion Loan (if such proceeding relates to the Serviced Loan Group)Trustee, unless the Special Servicer reasonably believes that such action should be taken in less than five Business Days to preserve the property of the Trust for the benefit of Certificateholders and, in the case of the Serviced Loan Group, the holder of the Serviced Companion LoanCertificateholders, and the Trustee may within five Business Days of its receipt of such notice advise the Special Servicer that it has received an Opinion of Counsel (the cost of which shall be an expense of the Trust) from an attorney duly licensed to practice law in the state where the related Mortgaged Property or REO Property is located, that it is likely that the laws of the state in which said action is to be taken either prohibit such action if taken in the name of the Trust or that the Trust would be adversely affected under the "doing business" or tax laws of such state if such action is taken in its name; provided, further, that the Special Servicer shall not be liable to the extent that it relies on the advice provided in such Opinion of Counsel. Upon receipt of any such advice from the Trustee, the Special Servicer shall take such action in the name of such Person or Persons, in trust for the Trust (or the holder of the Serviced Companion Loan)Trust, as shall be consistent with the Opinion of Counsel obtained by the Trustee. Such Person or Persons shall acknowledge in writing that such action is being taken by the Special Servicer in the name of the Trust (or the holder of the Serviced Companion Loan)Trust. In the performance of its duties hereunder, the Special Servicer shall be an independent contractor and shall not, except in those instances where it is, after notice to the Trustee as provided above, taking action in the name of the Trust (or the holder of the Serviced Companion Loan)Trust, be deemed to be the agent of the Trust (or the holder of the Serviced Companion Loan)Trust. The Special Servicer shall indemnify the Trustee for any loss, liability or reasonable expense (including attorneys' fees) incurred by the Trustee or any partner, representative, Affiliate, member, manager, director, officer, employee, agent or Controlling Person of it or its Affiliates in connection with any negligent or intentional misuse of the foregoing powers of attorney furnished to the Special Servicer by the Trustee. Such indemnification shall survive the resignation or termination of the Special Servicer hereunder, the resignation or termination of the Trustee and the termination of this Agreement. The Special Servicer shall not have any responsibility or liability for any act or omission of the Trustee, the Master Servicer or the Depositor that is not attributable to the failure of the Special Servicer to perform its obligations hereunder. The Special Servicer may conclusively rely on any advice of counsel rendered in a Nondisqualification Opinion. (b) In servicing and administering the Specially Serviced Mortgage Loans and managing any related REO Properties, the Special Servicer shall employ procedures consistent with the Servicing Standard. The Special Servicer shall conduct, or cause to be conducted, inspections of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at such times and in such manner as shall be consistent with the Servicing Standard; provided that the Special Servicer shall conduct, or cause to be conducted, inspections of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at least once during each twelve-month period that ends on June 30 of any calendar year (commencing with the twelve-month period ending June 30, 200520__); provided, further, that the Special Servicer shall, at the expense of the Trust, inspect or cause to be inspected each Mortgaged Property related to a Mortgage Loan that is delinquent for sixty (60) days in the payment of any amounts due under such Mortgage Loan. The Special Servicer shall provide to the Master Servicer, Servicer and the Operating Adviser and solely as they relate to the Serviced Loan Group, the holder of the Serviced Companion Loan copies of the Inspection Reports relating to such inspections as soon as practicable after the completion of any inspection. The duties of the Special Servicer set forth in this Section 9.4(b) with respect to the Specially Serviced Mortgage Loans shall not include the Non-Trust-Serviced Pari Passu Loans. (c) Except as set forth in Section 9.4(d) below, pursuant and subject to the related Intercreditor Agreement, each owner of the Serviced Companion Loan has agreed that the Master Servicer and the Special Servicer are authorized and obligated to service and administer the Serviced Companion Loan pursuant to this Agreement. (d) Pursuant to the related Intercreditor Agreement, the holder the President Plaza B Note has retained the right to terminate the Special Servicer of the President Plaza Mortgage Loan (with or without cause) and to appoint a special servicer of the President Plaza Mortgage Loan and any related REO Property. The Special Servicer shall meet the requirements applicable to a successor Special Servicer contained in Section 9.21(b). Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Special Servicer's obligations and responsibilities hereunder and the Special Servicer's authority with respect to the President Plaza Mortgage Loan are limited by and subject to the terms of the related Intercreditor Agreement (upon being appointed special servicer of the President Plaza Mortgage Loan). (e) Pursuant to the Intercreditor Agreement with respect to each Non-Trust-Serviced Pari Passu Loan, the owner of the related Non-Trust-Serviced Pari Passu Loan has agreed that such owner's rights in, to and under the related Non-Trust-Serviced Pari Passu Loan are subject to the servicing and all other rights of the applicable Other Master Servicer and the applicable Other Special Servicer and the applicable Other Master Servicer and the applicable Other Special Servicer are authorized and obligated to service and administer the related Non-Trust-Serviced Pari Passu Loan pursuant to the applicable Other Pooling and Servicing Agreement. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Special Servicer's obligations and responsibilities hereunder and the Special Servicer's authority with respect to each Non-Trust-Serviced Pari Passu Loan are limited by and subject to the terms of the related Intercreditor Agreement and the rights of the applicable Other Master Servicer and the applicable Other Special Servicer with respect thereto under the applicable Other Pooling and Servicing Agreement. The Special Servicer shall take such actions as it shall deem reasonably necessary to facilitate the servicing of the Non-Trust-Serviced Pari Passu Loan by the applicable Other Master Servicer and the applicable Other Special Servicer including, but not limited to, delivering appropriate Requests for Release to the Trustee and Custodian (if any) in order to deliver any portion of the related Mortgage File to the applicable Other Master Servicer or applicable Other Special Servicer under the applicable Other Pooling and Servicing Agreement.

Special Servicers' General Powers and Duties. (a) Subject to the other terms and provisions of this Agreement (including, but not limited to, Sections 9.39) and the terms and provisions of the related Intercreditor Agreement for the Serviced Loan Group), the each Special Servicer is hereby authorized and empowered when the such Special Servicer believes it appropriate in accordance with the Servicing Standard, to take any and all the actions with respect to Specially Serviced Mortgage Loans which the applicable Master Servicer may perform as set forth in Section 8.3(a), including (i) to execute and deliver, on behalf of itself or the Trust (or the holder of the a Serviced Companion Loan, if as applicable), any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Specially Serviced Mortgage Loans and with respect to the related REO Properties and (ii) to effectuate foreclosure or other conversion of the ownership of any REO Property securing a Mortgage Loan. The Trustee shall execute on the Closing Date the Power Powers of Attorney in the form of Exhibit S-2 S-2A and Exhibit S-2B hereto and shall furnish the applicable Special Servicer from time to time, upon request, with any additional powers of attorney of the Trust, empowering the such Special Servicer to take such actions as it determines to be reasonably necessary to comply with its servicing, administrative and management duties hereunder, and the Trustee shall execute and deliver or cause to be executed and delivered such other documents as a Special Servicing Officer may request, that are necessary or appropriate to enable the such Special Servicer to service, administer and manage the Specially Serviced Mortgage Loans and carry out its duties hereunder, in each case as the such Special Servicer determines is in accordance with the Servicing Standard and the terms of this Agreement; provided that, prior to initiating any proceedings in any court of law or equity (but not defending any proceedings in any court of law or equity) or instituting any proceeding to foreclose on any Mortgaged Property in the name of the Trust in any state, the such Special Servicer shall notify the Trustee and the holder of the Serviced Companion Loan (if such proceeding relates to the Serviced Loan Group) in writing and not institute or initiate any such proceedings for a period of five Business Days from the date of its delivery of such notice to the Trustee and the holder of the Serviced Companion Loan (if such proceeding relates to the Serviced Loan Group)Trustee, unless the such Special Servicer reasonably believes that such action should be taken in less than five Business Days to preserve the property of the Trust for the benefit of Certificateholders and, in the case of the Serviced Loan Group, the holder of the Serviced Companion LoanCertificateholders, and the Trustee may within five Business Days of its receipt of such notice advise the such Special Servicer that it has received an Opinion of Counsel (the cost of which shall be an expense of the Trust) from an attorney duly licensed to practice law in the state where the related Mortgaged Property or REO Property is located, that it is likely that the laws of the state in which said action is to be taken either prohibit such action if taken in the name of the Trust or that the Trust would be adversely affected under the "doing business" or tax laws of such state if such action is taken in its name; provided, further, that the such Special Servicer shall not be liable to the extent that it relies on the advice provided in such Opinion of Counsel. Upon receipt of any such advice from the Trustee, the applicable Special Servicer shall take such action in the name of such Person or Persons, in trust for the Trust (or the holder of the a Serviced Companion Loan, as applicable), as shall be consistent with the Opinion of Counsel obtained by the Trustee. Such Person or Persons shall acknowledge in writing that such action is being taken by the applicable Special Servicer in the name of the Trust (or the holder of the a Serviced Companion Loan, as applicable). In the performance of its duties hereunder, the applicable Special Servicer shall be an independent contractor and shall not, except in those instances where it is, after notice to the Trustee as provided above, taking action in the name of the Trust (or the holder of the a Serviced Companion Loan, as applicable), be deemed to be the agent of the Trust (or the holder of the a Serviced Companion Loan, as applicable). The applicable Special Servicer shall indemnify the Trustee for any loss, liability or reasonable expense (including attorneys' fees) incurred by the Trustee or any partner, representative, Affiliate, member, manager, director, officer, employee, agent or Controlling Person of it or its Affiliates in connection with any negligent or intentional misuse of the foregoing powers of attorney furnished to the such Special Servicer by the Trustee. Such indemnification shall survive the resignation or termination of the such Special Servicer hereunder, the resignation or termination of the Trustee and the termination of this Agreement. The applicable Special Servicer shall not have any responsibility or liability for any act or omission of the Trustee, the applicable Master Servicer or the Depositor that is not attributable to the failure of the such Special Servicer to perform its obligations hereunder. The applicable Special Servicer may conclusively rely on any advice of counsel rendered in a Nondisqualification Opinion. (b) In servicing and administering the Specially Serviced Mortgage Loans and managing any related REO Properties, the applicable Special Servicer shall employ procedures consistent with the Servicing Standard. The applicable Special Servicer shall conduct, or cause to be conducted, at the expense of the Trust, inspections of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at such times and in such manner as shall be consistent with the Servicing Standard; provided that the such Special Servicer shall conduct, or cause to be conducted, inspections of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at least once during each twelve-month period that ends on June 30 December 31 of any calendar year (commencing with the twelve-month period ending June 30December 31, 20052007); provided, further, that the such Special Servicer shall, at the expense of the Trust, inspect or cause to be inspected each Mortgaged Property related to a Mortgage Loan that is delinquent for sixty (60) days in the payment of any amounts due under such Mortgage Loan. The applicable Special Servicer shall provide to the applicable Master ServicerServicer (who shall provide, the Operating Adviser and solely as they relate it relates to the a Serviced Loan Group, to the holder of the related Serviced Companion Loan Loan) and the Operating Adviser copies of the Inspection Reports relating to such inspections as soon as practicable after the completion of any inspection. The duties of the Special Servicer set forth in this Section 9.4(b) with respect to the Specially Serviced Mortgage Loans shall not include the Non-Trust-Serviced Pari Passu Loans. (c) Except as set forth in Section 9.4(d) below, pursuant and subject to the related Intercreditor Agreement, each owner of the Serviced Companion Loan has agreed that the Master Servicer and the Special Servicer are authorized and obligated to service and administer the Serviced Companion Loan pursuant to this Agreement. (d) Pursuant to the related Intercreditor Agreement, the holder the President Plaza B Note has retained the right to terminate the Special Servicer of the President Plaza Mortgage Loan (with or without cause) and to appoint a special servicer of the President Plaza Mortgage Loan and any related REO Property. The Special Servicer shall meet the requirements applicable to a successor Special Servicer contained in Section 9.21(b). Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Special Servicer's obligations and responsibilities hereunder and the Special Servicer's authority Co-Lender Agreement with respect to the President Plaza Mortgage Loan are limited by and subject to the terms of the related Intercreditor Agreement (upon being appointed special servicer of the President Plaza Mortgage Loan). (e) Pursuant to the Intercreditor Agreement with respect to each Non-Trust-Trust Serviced Pari Passu Loan, the owner of the related Non-Trust-Trust Serviced Pari Passu Loan has agreed that such owner's rights in, to and under the related Non-Trust-Trust Serviced Pari Passu Loan are subject to the servicing and all other rights of the applicable Other 2006-PWR14 Master Servicer and the applicable Other 2006-PWR14 Special Servicer and the applicable Other 2006-PWR14 Master Servicer and the applicable Other 2006-PWR14 Special Servicer are authorized and obligated to service and administer the related Non-Trust-Trust Serviced Pari Passu Loan pursuant to the applicable Other 2006-PWR14 Pooling and Servicing Agreement. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the applicable Special Servicer's obligations and responsibilities hereunder and the applicable Special Servicer's authority with respect to each the Non-Trust-Trust Serviced Pari Passu Loan are limited by and subject to the terms of the related Intercreditor Co-Lender Agreement and the rights of the applicable Other 2006-PWR14 Master Servicer and the applicable Other 2006-PWR14 Special Servicer with respect thereto under the applicable Other 2006-PWR14 Pooling and Servicing Agreement. The applicable Special Servicer shall take such actions as it shall deem reasonably necessary to facilitate the servicing of the Non-Trust-Trust Serviced Pari Passu Loan by the applicable Other 2006-PWR14 Master Servicer and the applicable Other 2006-PWR14 Special Servicer including, but not limited to, delivering appropriate Requests for Release to the Trustee and Custodian (if any) in order to deliver any portion of the related Mortgage File to the applicable Other 2006-PWR14 Master Servicer or applicable Other the 2006-PWR14 Special Servicer under the applicable Other 2006-PWR14 Pooling and Servicing Agreement.

Special Servicers' General Powers and Duties. (a) Subject to the other terms and provisions of this Agreement (including, but not limited to, Sections 9.39) and the terms and provisions of the related Intercreditor Agreement for the Serviced Loan Group), the each Special Servicer is hereby authorized and empowered when the such Special Servicer believes it appropriate in accordance with the Servicing Standard, to take any and all the actions with respect to Specially Serviced Mortgage Loans which the applicable Master Servicer may perform as set forth in Section 8.3(a), including (i) to execute and deliver, on behalf of itself or the Trust (or the holder of the a Serviced Companion Loan, if as applicable), any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Specially Serviced Mortgage Loans and with respect to the related REO Properties and (ii) to effectuate foreclosure or other conversion of the ownership of any REO Property securing a Mortgage Loan. The Trustee shall execute on the Closing Date the Power Powers of Attorney in the form of Exhibit S-2 S-2A and Exhibit S-2B hereto and shall furnish the applicable Special Servicer from time to time, upon request, with any additional powers of attorney of the Trust, empowering the such Special Servicer to take such actions as it determines to be reasonably necessary to comply with its servicing, administrative and management duties hereunder, and the Trustee shall execute and deliver or cause to be executed and delivered such other documents as a Special Servicing Officer may request, that are necessary or appropriate to enable the such Special Servicer to service, administer and manage the Specially Serviced Mortgage Loans and carry out its duties hereunder, in each case as the such Special Servicer determines is in accordance with the Servicing Standard and the terms of this Agreement; provided that, prior to initiating any proceedings in any court of law or equity (but not defending any proceedings in any court of law or equity) or instituting any proceeding to foreclose on any Mortgaged Property in the name of the Trust in any state, the such Special Servicer shall notify the Trustee and the holder of the Serviced Companion Loan (if such proceeding relates to the Serviced Loan Group) in writing and not institute or initiate any such proceedings for a period of five Business Days from the date of its delivery of such notice to the Trustee and the holder of the Serviced Companion Loan (if such proceeding relates to the Serviced Loan Group)Trustee, unless the such Special Servicer reasonably believes that such action should be taken in less than five Business Days to preserve the property of the Trust for the benefit of Certificateholders and, in the case of the Serviced Loan Group, the holder of the Serviced Companion LoanCertificateholders, and the Trustee may within five Business Days of its receipt of such notice advise the such Special Servicer that it has received an Opinion of Counsel (the cost of which shall be an expense of the Trust) from an attorney duly licensed to practice law in the state where the related Mortgaged Property or REO Property is located, that it is likely that the laws of the state in which said action is to be taken either prohibit such action if taken in the name of the Trust or that the Trust would be adversely affected under the "doing business" or tax laws of such state if such action is taken in its name; provided, further, that the such Special Servicer shall not be liable to the extent that it relies on the advice provided in such Opinion of Counsel. Upon receipt of any such advice from the Trustee, the applicable Special Servicer shall take such action in the name of such Person or Persons, in trust for the Trust (or the holder of the a Serviced Companion Loan, as applicable), as shall be consistent with the Opinion of Counsel obtained by the Trustee. Such Person or Persons shall acknowledge in writing that such action is being taken by the applicable Special Servicer in the name of the Trust (or the holder of the a Serviced Companion Loan, as applicable). In the performance of its duties hereunder, the applicable Special Servicer shall be an independent contractor and shall not, except in those instances where it is, after notice to the Trustee as provided above, taking action in the name of the Trust (or the holder of the a Serviced Companion Loan, as applicable), be deemed to be the agent of the Trust (or the holder of the a Serviced Companion Loan, as applicable). The applicable Special Servicer shall indemnify the Trustee for any loss, liability or reasonable expense (including attorneys' fees) incurred by the Trustee or any partner, representative, Affiliate, member, manager, director, officer, employee, agent or Controlling Person of it or its Affiliates in connection with any negligent or intentional misuse of the foregoing powers of attorney furnished to the such Special Servicer by the Trustee. Such indemnification shall survive the resignation or termination of the such Special Servicer hereunder, the resignation or termination of the Trustee and the termination of this Agreement. The applicable Special Servicer shall not have any responsibility or liability for any act or omission of the Trustee, the applicable Master Servicer or the Depositor that is not attributable to the failure of the such Special Servicer to perform its obligations hereunder. The applicable Special Servicer may conclusively rely on any advice of counsel rendered in a Nondisqualification Opinion. (b) In servicing and administering the Specially Serviced Mortgage Loans and managing any related REO Properties, the applicable Special Servicer shall employ procedures consistent with the Servicing Standard. The applicable Special Servicer shall conduct, or cause to be conducted, at the expense of the Trust, inspections of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at such times and in such manner as shall be consistent with the Servicing Standard; provided that the such Special Servicer shall conduct, or cause to be conducted, inspections of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at least once during each twelve-month period that ends on June 30 December 31 of any calendar year (commencing with the twelve-month period ending June 30December 31, 20052007); provided, further, that the such Special Servicer shall, at the expense of the Trust, inspect or cause to be inspected each Mortgaged Property related to a Mortgage Loan that is delinquent for sixty (60) days in the payment of any amounts due under such Mortgage Loan. The applicable Special Servicer shall provide to the applicable Master ServicerServicer (who shall provide, the Operating Adviser and solely as they relate it relates to the a Serviced Loan Group, to the holder of the related Serviced Companion Loan Loan) and the Operating Adviser copies of the Inspection Reports relating to such inspections as soon as practicable after the completion of any inspection. The duties of the Special Servicer set forth in this Section 9.4(b) with respect to the Specially Serviced Mortgage Loans shall not include the Non-Trust-Serviced Pari Passu Loans. (c) Except as set forth in Section 9.4(d) below, pursuant and subject to the related Intercreditor Agreement, each owner of the Serviced Companion Loan has agreed that the Master Servicer and the Special Servicer are authorized and obligated to service and administer the Serviced Companion Loan pursuant to this Agreement. (d) Pursuant to the related Intercreditor Agreement, the holder the President Plaza B Note has retained the right to terminate the Special Servicer of the President Plaza Mortgage Loan (with or without cause) and to appoint a special servicer of the President Plaza Mortgage Loan and any related REO Property. The Special Servicer shall meet the requirements applicable to a successor Special Servicer contained in Section 9.21(b). Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Special Servicer's obligations and responsibilities hereunder and the Special Servicer's authority with respect to the President Plaza Mortgage Loan are limited by and subject to the terms of the related Intercreditor Agreement (upon being appointed special servicer of the President Plaza Mortgage Loan). (e) Pursuant to the Intercreditor Co-Lender Agreement with respect to each a Non-Trust-Trust Serviced Pari Passu Loan, the owner of the related such Non-Trust-Trust Serviced Pari Passu Loan has agreed that such owner's rights in, to and under the related such Non-Trust-Trust Serviced Pari Passu Loan are subject to the servicing and all other rights of the applicable related Other Master Servicer and the applicable related Other Special Servicer and the applicable related Other Master Servicer and the applicable related Other Special Servicer are authorized and obligated to service and administer the related such Non-Trust-Trust Serviced Pari Passu Loan pursuant to the applicable related Other Pooling and Servicing Agreement. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the applicable Special Servicer's obligations and responsibilities hereunder and the applicable Special Servicer's authority with respect to each a Non-Trust-Trust Serviced Pari Passu Loan are limited by and subject to the terms of the related Intercreditor Co-Lender Agreement and the rights of the applicable related Other Master Servicer and the applicable related Other Special Servicer with respect thereto under the applicable related Other Pooling and Servicing Agreement. The applicable Special Servicer shall take such actions as it shall deem reasonably necessary to facilitate the servicing of the a Non-Trust-Trust Serviced Pari Passu Loan by the applicable related Other Master Servicer and the applicable related Other Special Servicer including, but not limited to, delivering appropriate Requests for Release to the Trustee and Custodian (if any) in order to deliver any portion of the related Mortgage File to the applicable related Other Master Servicer or applicable the related Other Special Servicer under the applicable related Other Pooling and Servicing Agreement.