Common use of Litigation Control Clause in Contracts

Litigation Control. The Special Servicer shall, (1) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer and (2) represent the interests of the Trust in any litigation relating to the rights and obligations of such Mortgagor or the Trust, or the enforcement of the obligations of such Mortgagor, under the related Mortgage Loan documents ("Trust-Related Litigation"). To the extent the Master Servicer is named in Trust-Related Litigation, and neither the Trust nor the Special Servicer is named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraph, the Master Servicer shall (1) notify the Special Servicer of such Trust-Related Litigation within ten (10) days of the Master Servicer receiving service of such Trust-Related Litigation; (2) provide monthly status reports to the Special Servicer regarding such Trust-Related Litigation; (3) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (4) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided, however, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. Notwithstanding the rights of the Special Servicer otherwise set forth above and below, (i) the Special Servicer shall provide the Master Servicer with copies of any notices, process and/or pleadings submitted and/or filed in any such action, suit, litigation or proceeding; (ii) the Master Servicer may retain its own counsel, whose reasonable costs shall be paid by the Trust under Section 8.24, and appear in any action, suit, litigation or proceeding on its own behalf in order to represent, protect and defend its interests; and (iii) the Master Servicer shall have the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer to liability or materially expand the scope of the Master Servicer's obligations under this Agreement. Subject to the rights of the Master Servicer set forth above and below, the Special Servicer shall have the right at any time to (1) direct the Master Servicer to settle any Trust Related Litigation brought against the Trust, including Trust Related Litigation asserted against the Master Servicer (whether or not the Trust or the Special cc1xxi Servicer is named in any such Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the Master Servicer relating to Trust Related Litigation against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Master Servicer is and shall be indemnified pursuant to Section 8.24 hereof for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to such Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C). In the event more than one of the Master Servicer and the Special Servicer or Trust are named in litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the other the rights afforded to such party in this Section 9.40. This Section 9.40 shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust. Notwithstanding the foregoing, (a) if that any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the Custodian, upon prior written notice to the Master Servicers or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or Custodian, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or Custodian, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or Custodian, or (iii) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, LaSalle to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding). Notwithstanding the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Paying Agent, Certificate Registrar and/or Authenticating Agent, as cc1xxii applicable, in its individual capacity, or in the event that any judgment is rendered against the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, in its individual capacity, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, upon prior written notice to the Special Servicer, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim), (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents, the Special Servicer shall not, without the prior written consent of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, to be registered to do business in any state, and (iii) in the event that any court finds that the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim).

Litigation Control. (a) The following provisions shall apply to each Mortgage Loan or Loan Combination that is serviced by Master Servicer No. 1: (i) The Special Servicer, with respect to litigation involving Specially Serviced Loans, and Master Servicer No. 1, with respect to litigation involving non-Specially Serviced Loans, and where the applicable servicer contemplates availing itself of indemnification as provided for under this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and litigation relating to (a) the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents and (b) any action brought against the Trust Fund or any party to this Agreement with respect to any Mortgage Loan (the foregoing rights and obligations, "Litigation Control"). Such Litigation Control shall be carried out in accordance with the terms of this Agreement, including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any such claims or litigation, Master Servicer No.1 shall immediately notify the Controlling Class Representative of such claims or litigation. In addition, Master Servicer No.1 shall prepare and submit a monthly status report regarding any Litigation Control matter to the Controlling Class Representative. (ii) Notwithstanding the foregoing, each of the Special Servicer and Master Servicer No. 1, as applicable, shall consult with and keep the Controlling Class Representative advised of any material development including without limitation (i) any material decision concerning Litigation Control and the implementation thereof and (ii) any decision to agree to or propose any terms of settlement, and shall submit any such development or decision to the Controlling Class Representative for its approval or consent. Subject to Section [3.28], if and as applicable, and to the last paragraph of this Section 3.29(a), the Special Servicer or Master Servicer No. 1, as applicable, shall not take any action implementing any such material development or decision described in the preceding sentence unless and until it has notified in writing the Controlling Class Representative and the Controlling Class Representative has not objected in writing within five (5) Business Days of having been notified thereof and having been provided with all information that the Controlling Class Representative has reasonably requested with respect thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has not been received by the Special Servicer or the applicable Master Servicer, as applicable, within such 5-Business Day period, then the Controlling Class Representative shall be deemed to have approved the taking of such action); provided that, in the event that the Special Servicer or the applicable Master Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole), the Special Servicer or Master Servicer No. 1, as applicable, may take such action without waiting for the Controlling Class Representative's response; provided that the Special Servicer or Master Servicer No. 1, as applicable, has confirmation that the Controlling Class Representative has received notice of such action in writing. (iii) Notwithstanding anything contained herein to the contrary with respect to any Litigation Control otherwise required to be exercised hereunder by Master Servicer No. 1 relating to a Mortgage Loan that has either (i) been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, after receiving the required notice from Master Servicer No. 1 set forth above that Master Servicer No. 1 became aware of or was named in any such claims or litigation, the initial Controlling Class Representative may direct in writing that the such Litigation Control nevertheless be exercised by the Special Servicer; provided, however, that the Controlling Class Representative and the Special Servicer in accordance with the Servicing Standard have determined and advised Master Servicer No. 1 that its actions with respect to such obligations are indemnifiable under Section 6.03 hereof, and accordingly, any loss, liability or expense (including legal fees and expenses incurred up until such date of transfer of Litigation Control to the Special Servicer) arising from the related legal action or claim underlying such Litigation Control and not otherwise paid to Master Servicer No. 1 pursuant to Section 6.03 of this Agreement shall be payable by the Trust at the direction of the Special Servicer. (iv) Notwithstanding the foregoing, no advice, direction or objection of, or consent withheld by, the Controlling Class Representative shall (i) require or cause the Special Servicer or Master Servicer No. 1, as applicable, to violate the terms of any Mortgage Loan or any related intercreditor, co-lender or similar agreement, applicable law or any provision of this Agreement, including the Special Servicer's and Master Servicer No. 1's obligation to act in accordance with the Servicing Standard and the Mortgage Loan documents for any Mortgage Loan and to maintain the REMIC status of any REMIC, or (ii) result in an Adverse REMIC Event or an Adverse Grantor Trust Event or have adverse tax consequences for the Trust Fund, or (iii) expose any of the Master Servicers, the Special Servicer, the Depositor, any of the Mortgage Loan Sellers, any subservicer, the Trust Fund, the Trustee or any of their respective Affiliates, officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or (iv) materially expand the scope of the Special Servicer's, Master Servicer No. 1's or the Trustee's responsibilities under this Agreement; and neither the Special Servicer nor Master Servicer No. 1 will follow any such advice, direction or objection if given by the Controlling Class Representative or initiate any such actions, that would have the effect described in clauses (i)-(iv) of this sentence. (b) The following provisions shall apply to each Mortgage Loan or Loan Combination that is Serviced by Master Servicer No. 2: (i) The Special Servicer shall, (1) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer and (2) represent the interests of the Trust in any litigation relating to the rights and obligations of such the Mortgagor or the TrustMortgagee, or the enforcement of the obligations of such Mortgagora Borrower, under the related Mortgage Loan documents Documents ("Trust-Related Litigation"). . (ii) To the extent the either Master Servicer is named in Trust-Related Litigation, and neither the Trust nor the or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraph, the subject Master Servicer shall (1) notify the Special Servicer of such Trust-Trust Related Litigation within ten (10) days of the such Master Servicer receiving service of such Trust-Trust Related Litigation; (2) provide monthly status reports to the Special Servicer Servicer, regarding such Trust-Related Litigation; (3) seek to have the Trust replace the such Master Servicer as the appropriate party to the lawsuit; and (4) so long as the such Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided, however, if there are claims against the such Master Servicer and the such Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the such Master Servicer. . (iii) Notwithstanding the rights of the Special Servicer otherwise set forth above and below, (i) the Special Servicer shall provide the applicable Master Servicer with copies of any notices, process and/or pleadings submitted and/or filed in any such action, suit, litigation or proceeding; (ii) the applicable Master Servicer may retain its own counsel, whose reasonable costs shall be paid by the Trust to the extent provided under Section 8.246.03, and appear in any action, suit, litigation or proceeding on its own behalf in order to represent, protect and defend its interests; and (iii) the applicable Master Servicer shall have the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the applicable Master Servicer or otherwise materially and adversely affect the applicable Master Servicer, including, but not limited to, damage to the applicable Master Servicer's reputation as a master servicer. Further, nothing in this section shall require the either Master Servicer to take or fail to take any action which, in the subject Master Servicer's good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the such Master Servicer to material liability or materially expand the scope of the such Master Servicer's obligations under this Agreement. . (iv) Subject to the rights of the applicable Master Servicer set forth above and belowbelow in this subsection (b), the Special Servicer shall (1) have the right at any time to (1) direct the applicable Master Servicer to settle any Trust Trust-Related Litigation brought against the Trust, including Trust Related Litigation claims asserted against the such Master Servicer (whether or not the Trust or the Special cc1xxi Servicer is named in any such Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the such Master Servicer relating to Trust Trust-Related Litigation against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the such Master Servicer or otherwise materially and adversely affect the such Master Servicer, including, but not limited to, damage to the such Master Servicer's reputation as a master servicer, (B) the cost of such settlement or on any resulting judgment is and shall be paid by the Trust, (C) the and such Master Servicer is and shall be indemnified pursuant to Section 8.24 6.03 hereof for all costs and expenses of the Master Servicer incurred by it in defending and settling the Trust-Trust Related Litigation and for any judgment, (D) any such action taken by the such Master Servicer at the direction of the Special Servicer shall be deemed (as to such Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the such Master Servicer with assurance reasonably satisfactory to the such Master Servicer as to the items in clauses (A), (B) and (C). . (v) In the event more than one of both the Master Servicer and the Special Servicer or Trust are named in litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the other Master Servicer and the Special Servicer the rights afforded to such party in this Section 9.40. 3.29. (vi) This Section 9.40 3.29(b) shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation litigation on behalf of the Trust. . (c) Notwithstanding the foregoing, (ai) if in the event that any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the CustodianTrustee, upon prior written notice to the applicable Master Servicers Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (interests, provided that the applicable Master Servicer or the Special Servicer Servicer, as applicable, shall retain maintain the right to manage and direct any such action, suit, litigation or proceeding); (b) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or Custodian, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or Custodian, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or Custodian, or (iii) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, LaSalle to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding). Notwithstanding the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Paying Agent, Certificate Registrar and/or Authenticating Agent, as cc1xxii applicable, in its individual capacity, or in the event that any judgment is rendered against the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, in its individual capacity, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, upon prior written notice to the Special Servicer, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim), (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documentsdocuments or otherwise relating to a Mortgage Loan or Mortgaged Property, neither the Master Servicer nor the Special Servicer shall notshall, without the prior written consent of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicableTrustee, (A) initiate any action, suit, litigation or proceeding in the name of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicableTrustee, whether in such capacity or individually, (B) engage counsel to represent the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicableTrustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Paying Agent, Certificate Registrar and/or Authenticating Agent, Person acting as applicable, Trustee to be registered to do business in any statestate (provided that neither Master Servicer nor the Special Servicer shall be responsible for any delay due to the failure of the Trustee to grant such consent), and (iii) in the event that any court finds that the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, Trustee is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, Trustee shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not interest; provided that the applicable Master Servicer or the Special Servicer, as applicable, shall maintain the right to otherwise directmanage and direct any such action, manage or prosecute such suit, litigation or claim)proceeding.

Litigation Control. The Special Servicer shall, (1) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer and (2) represent the interests of the Trust in any litigation relating to the rights and obligations of such the Mortgagor or the Trust, or the enforcement of the obligations of such a Mortgagor, under the related Mortgage Loan documents ("Trust-Related Litigation"). To the extent the Master Servicer is named in Trust-Related Litigation, and neither the Trust nor the or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraph, the Master Servicer shall (1) notify the Special Servicer of such Trust-Related Litigation within ten (10) days of the Master Servicer receiving service of such Trust-Related Litigation; (2) provide monthly status reports to the Special Servicer Servicer, regarding such Trust-Related Litigation; (3) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (4) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided, provided however, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. Notwithstanding the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights of the Special Servicer otherwise set forth above and to direct the Master Servicer's actions in this Section 3.29 below, (i) the Special Servicer shall provide the Master Servicer with copies of any notices, process and/or pleadings submitted and/or filed in any such action, suit, litigation or proceeding; (ii) the Master Servicer may retain its own counsel, whose reasonable costs shall be paid by the Trust under Section 8.24, and appear in any action, suit, litigation or proceeding on its own behalf in order to represent, protect and defend its interests; and (iii) the Master Servicer shall have retain the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer or otherwise materially and adversely affect make determinations relating to claims against the Master Servicer, including, including but not limited to, damage to the right to engage separate counsel in the Master Servicer's reputation as a master servicerreasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer to liability or materially expand the scope of the Master Servicer's obligations under this Agreement. Subject to the rights of Notwithstanding the Master Servicer set forth above and belowServicer's right to make determinations relating to claims against the Master Servicer, the Special Servicer shall have the right at any time to (1) direct the Master Servicer to settle any Trust Related Litigation claims brought against the Trust, including Trust Related Litigation claims asserted against the Master Servicer (whether or not the Trust or the Special cc1xxi Servicer is named in any such claims or Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the Master Servicer relating to Trust Related Litigation claims against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that the Special Servicer provides the Master Servicer with assurance that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Master Servicer is and shall be indemnified pursuant to Section 8.24 6.03 hereof for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to such the Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C). In the event more than one of both the Master Servicer and the Special Servicer or Trust are named in litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the other Master Servicer and the Special Servicer the rights afforded to such party in this Section 9.40. This Section 9.40 shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust. Notwithstanding the foregoing, (a) if that any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the Custodian, upon prior written notice to the Master Servicers or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or Custodian, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or Custodian, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or Custodian, or (iii) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, LaSalle to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding). Notwithstanding the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Paying Agent, Certificate Registrar and/or Authenticating Agent, as cc1xxii applicable, in its individual capacity, or in the event that any judgment is rendered against the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, in its individual capacity, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, upon prior written notice to the Special Servicer, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim), (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents, the Special Servicer shall not, without the prior written consent of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, to be registered to do business in any state, and (iii) in the event that any court finds that the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim)3.29.

Litigation Control. The Special Servicer shall, (1) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer and (2) represent the interests of the Trust in any litigation relating to the rights and obligations of such the Mortgagor or the Trust, or the enforcement of the obligations of such a Mortgagor, under the related Mortgage Loan documents ("“Trust-Related Litigation"”). To the extent the Master Servicer is named in Trust-Related Litigation, and neither the Trust nor the or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraph, the Master Servicer shall (1) notify the Special Servicer of such Trust-Related Litigation within ten (10) days of the Master Servicer receiving service of such Trust-Related Litigation; (2) provide monthly status reports to the Special Servicer Servicer, regarding such Trust-Related Litigation; (3) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (4) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided, provided however, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. Notwithstanding the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights of the Special Servicer otherwise set forth above and to direct the Master Servicer’s actions in this Section 3.29 below, (i) the Special Servicer shall provide the Master Servicer with copies of any notices, process and/or pleadings submitted and/or filed in any such action, suit, litigation or proceeding; (ii) the Master Servicer may retain its own counsel, whose reasonable costs shall be paid by the Trust under Section 8.24, and appear in any action, suit, litigation or proceeding on its own behalf in order to represent, protect and defend its interests; and (iii) the Master Servicer shall have retain the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer or otherwise materially and adversely affect make determinations relating to claims against the Master Servicer, including, including but not limited to, damage to the right to engage separate counsel in the Master Servicer's reputation as a master servicer’s reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's ’s good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer to liability or materially expand the scope of the Master Servicer's ’s obligations under this Agreement. Subject to the rights of Notwithstanding the Master Servicer set forth above and belowServicer’s right to make determinations relating to claims against the Master Servicer, the Special Servicer shall have the right at any time to (1) direct the Master Servicer to settle any Trust Related Litigation claims brought against the Trust, including Trust Related Litigation claims asserted against the Master Servicer (whether or not the Trust or the Special cc1xxi Servicer is named in any such claims or Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the Master Servicer relating to Trust Related Litigation claims against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that the Special Servicer provides the Master Servicer with assurance that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Master Servicer is and shall be indemnified pursuant to Section 8.24 6.03 hereof for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to such the Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C). In the event more than one of both the Master Servicer and the Special Servicer or Trust are named in litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the other Master Servicer and the Special Servicer the rights afforded to such party in this Section 9.403.29. This Section 9.40 3.29 shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust. Notwithstanding the foregoing, (a) if in the event that any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the CustodianTrustee, upon prior written notice to the Master Servicers Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (provided that the Master Servicer but not to otherwise direct, manage or the Special Servicer shall retain the right to manage and direct any prosecute such action, suit, litigation or proceedingclaim); (b) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or CustodianTrustee, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or CustodianTrustee, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or CustodianTrustee, or (iii) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, LaSalle the Trustee to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding). Notwithstanding the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Paying Agent, Certificate Registrar and/or Authenticating Agent, as cc1xxii applicable, in its individual capacity, or in the event that any judgment is rendered against the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, in its individual capacity, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, upon prior written notice to the Special Servicer, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim), (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents, the Special Servicer shall not, without the prior written consent of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, to be registered to do business in any state, and (iii) in the event that any court finds that the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim).

Litigation Control. The Special Servicer shall, (1) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer and (2) represent the interests of the Trust in any litigation relating to the rights and obligations of such the Mortgagor or the Trust, or the enforcement of the obligations of such a Mortgagor, under the related Mortgage Loan documents ("“Trust-Related Litigation"”). To the extent the Master Servicer is named in Trust-Related Litigation, and neither the Trust nor the or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraph, the Master Servicer shall (1) notify the Special Servicer of such Trust-Related Litigation within ten (10) days of the Master Servicer receiving service of such Trust-Related Litigation; (2) provide monthly status reports to the Special Servicer Servicer, regarding such Trust-Related Litigation; (3) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (4) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided, provided however, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. Notwithstanding the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights of the Special Servicer otherwise set forth above and to direct the Master Servicer’s actions in this Section 3.30 below, (i) the Special Servicer shall provide the Master Servicer with copies of any notices, process and/or pleadings submitted and/or filed in any such action, suit, litigation or proceeding; (ii) the Master Servicer may retain its own counsel, whose reasonable costs shall be paid by the Trust under Section 8.24, and appear in any action, suit, litigation or proceeding on its own behalf in order to represent, protect and defend its interests; and (iii) the Master Servicer shall have retain the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer or otherwise materially and adversely affect make determinations relating to claims against the Master Servicer, including, including but not limited to, damage to the right to engage separate counsel in the Master Servicer's reputation as a master servicer’s reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's ’s good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer to liability or materially expand the scope of the Master Servicer's ’s obligations under this Agreement. Subject to the rights of Notwithstanding the Master Servicer set forth above and belowServicer’s right to make determinations relating to claims against the Master Servicer, the Special Servicer shall have the right at any time to (1) direct the Master Servicer to settle any Trust Related Litigation claims brought against the Trust, including Trust Related Litigation claims asserted against the Master Servicer (whether or not the Trust or the Special cc1xxi Servicer is named in any such claims or Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the Master Servicer relating to Trust Related Litigation claims against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that the Special Servicer provides the Master Servicer with assurance that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Master Servicer is and shall be indemnified pursuant to Section 8.24 6.03 hereof for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to such the Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C). In the event more than one of both the Master Servicer and the Special Servicer or Trust are named in litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the other Master Servicer and the Special Servicer the rights afforded to such party in this Section 9.403.30. This Section 9.40 3.30 shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust. Notwithstanding the foregoing, (a) if in the event that any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the CustodianTrustee, upon prior written notice to the Master Servicers Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (provided that the Master Servicer or the Special Servicer Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or CustodianTrustee, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or CustodianTrustee, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or CustodianTrustee, or (iii) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, LaSalle to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer or the Special Servicer Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding). Notwithstanding the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Paying Agent, Certificate Registrar and/or Authenticating Agent, as cc1xxii applicable, in its individual capacity, or in the event that any judgment is rendered against the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, in its individual capacity, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, upon prior written notice to the Special Servicer, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim), (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents, the Special Servicer shall not, without the prior written consent of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, to be registered to do business in any state, and (iii) in the event that any court finds that the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim).

Litigation Control. The (a) With respect to Serviced Mortgage Loans as to which Master Servicer No. 1 is the applicable Master Servicer, the Special Servicer Servicer, in a reasonable manner consistent with the Servicing Standard, shall, : (1i) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer Servicer; and (2ii) represent the interests of the Trust in any litigation relating to the rights and obligations of such the Mortgagor or the Trustlender, or the enforcement of the obligations of such a Mortgagor, under the related Mortgage Loan subject loan documents ("Trust-Related Litigation"). 1. To Notwithstanding the extent right of the Master Special Servicer is named to represent the interests of the Trust in Trust-Related Litigation, and neither but subject to the Trust nor the Special Servicer is named, in order to effectuate the role rights of the Special Servicer as contemplated by to direct Master Servicer No. 1's actions in the immediately preceding next paragraph, the Master Servicer No. 1 shall (1) notify retain the Special Servicer of such Trust-Related Litigation within ten (10) days of the right to make determinations relating to claims against Master Servicer receiving service of such Trust-Related Litigation; (2) provide monthly status reports to the Special Servicer regarding such Trust-Related Litigation; (3) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (4) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related LitigationNo. 1, including but not limited to the selection of counsel, provided, however, if there are claims against the right to engage separate counsel in Master Servicer and No. 1's reasonable discretion, the Master Servicer has not determined that separate counsel is required for such claims, such counsel cost of which shall be reasonably acceptable subject to the Master Servicer. Notwithstanding the rights of the Special Servicer otherwise set forth above and below, (i) the Special Servicer shall provide the Master Servicer with copies of any notices, process and/or pleadings submitted and/or filed in any such action, suit, litigation or proceeding; (ii) the Master Servicer may retain its own counsel, whose reasonable costs shall be paid by the Trust under indemnification pursuant to Section 8.24, and appear in any action, suit, litigation or proceeding on its own behalf in order to represent, protect and defend its interests; and (iii) the Master Servicer shall have the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer6.03. Further, nothing in this section shall require the Master Servicer No. 1 to take or fail to take any action which, in the Master ServicerServicer No. 1's good faith and reasonable judgment, may (1i) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2ii) subject the Master Servicer No. 1 to liability or materially expand the scope of the Master ServicerServicer No. 1's obligations under this Agreement. Subject to the rights of the Notwithstanding Master Servicer set forth above and belowNo. 1's right to make determinations relating to claims against Master Servicer No. 1, the Special Servicer shall have the right at any time to (1i) direct the Master Servicer No. 1 to settle any Trust Related Litigation claims brought against the Trust, including Trust Related Litigation claims asserted against the Master Servicer No. 1 (whether or not the Trust or the Special cc1xxi Servicer is named in any such claims or Trust-Related Litigation) and (2ii) otherwise reasonably direct the actions of the Master Servicer No. 1 relating to Trust Related Litigation claims against the Master Servicer No. 1 (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission admission, or is not likely to result in a finding, of liability or wrongdoing on the part of the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicerNo. 1, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Master Servicer No. 1 is and shall be indemnified pursuant to Section 8.24 hereof 6.03 for all costs and expenses of the Master Servicer No. 1 incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer No. 1 at the direction of the Special Servicer shall be deemed (as to such Master ServicerServicer No. 1) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer No. 1 with assurance reasonably satisfactory to the Master Servicer No. 1 as to the items in on clauses (A), (B) and (C). In the event more than one of the If both Master Servicer No. 1 and either the Special Servicer or the Trust are named in litigation, the Master Servicer No. 1 and the Special Servicer shall cooperate with each other to afford Master Servicer No. 1 and the other Special Servicer the rights afforded to such party in this Section 9.40. This Section 9.40 shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust. Notwithstanding the foregoing, (a) if that any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the Custodian, upon prior written notice to the Master Servicers or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or Custodian, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or Custodian, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or Custodian, or (iii) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, LaSalle to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding). Notwithstanding the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Paying Agent, Certificate Registrar and/or Authenticating Agent, as cc1xxii applicable, in its individual capacity, or in the event that any judgment is rendered against the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, in its individual capacity, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, upon prior written notice to the Special Servicer, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim), (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents, the Special Servicer shall not, without the prior written consent of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, to be registered to do business in any state, and (iii) in the event that any court finds that the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim3.27(a).

Litigation Control. The Special Servicer shall, (1) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer and (2) represent the interests of the Trust in any litigation relating to the rights and obligations of such Mortgagor or the Trust, or the enforcement of the obligations of such Mortgagor, under the related Mortgage Loan documents ("Trust-Related Litigation"). To the extent the Master Servicer is named in Trust-Related Litigation, and neither the Trust nor the Special Servicer is named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraph, the Master Servicer shall (1) notify the Special Servicer of such Trust-Related Litigation within ten (10) days of the Master Servicer receiving service of such Trust-Related Litigation; (2) provide monthly status reports to the Special Servicer regarding such Trust-Related Litigation; (3) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (4) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided, however, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. Notwithstanding the rights of the Special Servicer otherwise set forth above and below, (i) the Special Servicer shall provide the Master Servicer with copies of any notices, process and/or pleadings submitted and/or filed in any such action, suit, litigation or proceeding; (ii) the Master Servicer may retain its own counsel, whose reasonable costs shall be paid by the Trust under Section 8.24, and appear in any action, suit, litigation or proceeding on its own behalf in order to represent, protect and defend its interests; and (iii) the Master Servicer shall have the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer to liability or materially expand the scope of the Master Servicer's obligations under this Agreement. Subject to the rights of the Master Servicer set forth above and below, the Special Servicer shall have the right at any time to (1) direct the Master Servicer to settle any Trust Related Litigation brought against the Trust, including Trust Related Litigation asserted against 271 the Master Servicer (whether or not the Trust or the Special cc1xxi Servicer is named in any such Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the Master Servicer relating to Trust Related Litigation against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Master Servicer is and shall be indemnified pursuant to Section 8.24 hereof for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to such Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C). In the event more than one of the Master Servicer and the Special Servicer or Trust are named in litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the other the rights afforded to such party in this Section 9.40. This Section 9.40 9.35 shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust. Notwithstanding the foregoing, (a) if that any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the Custodian, upon prior written notice to the Master Servicers or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or Custodian, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or Custodian, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or Custodian, or (iii) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the LaSalle to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding). Notwithstanding the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Paying Agent, Certificate Registrar and/or Authenticating Agent, as cc1xxii applicable, in its individual capacity, or in the event that any judgment is rendered against the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, in its individual capacity, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, upon prior written notice to the Special Servicer, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim), (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents, the Special Servicer shall not, without the prior written consent of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, to be registered to do business in any state, and (iii) in the event that any court finds that the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim).

Litigation Control. (a) The Special Servicer shall, (1) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer and (2) represent the interests of the Trust in any litigation relating to the rights and obligations of such the Mortgagor or the TrustMortgagee, or the enforcement of the obligations of such Mortgagora Borrower, under the related Mortgage Loan documents Documents ("Trust-Related Litigation"). . (b) To the extent the Master Servicer is named in Trust-Related Litigation, and neither the Trust nor the or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraphServicer, the Master Servicer shall (1) notify the Special Servicer of such Trust-Trust Related Litigation within ten (10) days of the Master Servicer receiving service of such Trust-Trust Related Litigation; (2) provide monthly status reports to the Special Servicer Servicer, regarding such Trust-Related Litigation; (3) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (4) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided, however, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. . (c) Notwithstanding the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights of the Special Servicer otherwise set forth above and to direct the Master Servicer's actions in Section 3.29(d) below, (i) the Special Servicer shall provide the Master Servicer with copies of any notices, process and/or pleadings submitted and/or filed in any such action, suit, litigation or proceeding; (ii) the Master Servicer may shall retain its own counsel, whose reasonable costs shall be paid by the Trust under Section 8.24, and appear in any action, suit, litigation or proceeding on its own behalf in order to represent, protect and defend its interests; and (iii) the Master Servicer shall have the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer or otherwise materially and adversely affect make determinations relating to claims against the Master Servicer, including, including but not limited to, damage to the Master Servicer's reputation as a master servicerright to engage separate counsel if necessary. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer to material liability or materially expand the scope of the Master Servicer's obligations under this Agreement. Subject to the rights of . (d) Notwithstanding the Master Servicer set forth above and belowServicer's right to make determinations relating to claims against the Master Servicer, the Special Servicer shall (1) have the right at any time to (1) direct the Master Servicer to settle any Trust Related Litigation claims brought against the Trust, including Trust Related Litigation claims asserted against the Master Servicer (whether or not the Trust or the Special cc1xxi Servicer is named in any such claims or Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the Master Servicer relating to Trust Related Litigation claims against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) and the Master Servicer is and shall be indemnified pursuant to Section 8.24 6.03 hereof for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Trust Related Litigation and for any judgment, Litigation. (De) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to such Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C). In the event more than one of both the Master Servicer and the Special Servicer or Trust are named in litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the other Master Servicer and the Special Servicer the rights afforded to such party in this Section 9.40. 3.29. (f) This Section 9.40 3.29 shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation litigation on behalf of the Trust. Notwithstanding the foregoing, . (ag) if that any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the Custodian, upon prior written notice to the Master Servicers or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or Custodian, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or Custodian, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or Custodian, or (iii) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, LaSalle to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding). Notwithstanding the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Paying Agent, Certificate Registrar and/or Authenticating Agent, as cc1xxii applicable, Trustee in its individual capacity, or in the event that any judgment is rendered against the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, Trustee in its individual capacity, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicableTrustee, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim), (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documentsdocuments or otherwise relating to a Mortgage Loan or Mortgaged Property, neither the Master Servicer nor the Special Servicer shall notshall, without the prior written consent of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicableTrustee, (A) initiate any action, suit, litigation or proceeding in the name of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicableTrustee, whether in such capacity or individually, (B) engage counsel to represent the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicableTrustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, Trustee to be registered to do business in any state, and (iii) in the event that any court finds that the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, Trustee is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, Trustee shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim). (h) Notwithstanding the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Certificate Administrator in its individual capacity, or in the event that any judgment is rendered against the Certificate Administrator in its individual capacity, the Certificate Administrator, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests; provided that the Master Servicer or the Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding; (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Certificate Administrator, (A) initiate any action, suit, litigation or proceeding in the name of the Certificate Administrator, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, LaSalle to be registered to do business in any state (provided that no party hereto shall be responsible for any delay due to the failure of the Certificate Administrator to grant such consent); and (iii) in the event that any court finds that the Certificate Administrator is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Pooling and Servicing Agreement or any Mortgage Loan, the Certificate Administrator shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest, whether as Certificate Administrator or individually; provided that the Master Servicer or the Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding.

Litigation Control. (a) The Special Servicer shall, consistent with the Servicing Standard, (1) direct, manage, prosecute and/or defend any action brought by a Mortgagor Borrower against the Trust and/or the Special Servicer and (2) represent the interests of the Trust in any litigation relating to the rights and obligations of such Mortgagor the Borrower or the Trust, or the enforcement of the obligations of such Mortgagora Borrower, under the related Mortgage Loan documents ("Trust-Related Litigation"). 1. To Notwithstanding the extent right of the Master Special Servicer is named to represent the interests of the Trust in Trust-Related Litigation, and neither subject to the Trust nor the Special Servicer is named, in order to effectuate the role rights of the Special Servicer as contemplated by to direct Servicer No. 1's actions in this Section 3.31 below, Servicer No. 1 shall retain the immediately preceding paragraph, the Master right to make determinations relating to claims against Servicer shall (No. 1) notify the Special Servicer of such Trust-Related Litigation within ten (10) days of the Master Servicer receiving service of such Trust-Related Litigation; (2) provide monthly status reports to the Special Servicer regarding such Trust-Related Litigation; (3) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (4) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection right to engage separate counsel in Servicer No. 1's reasonable discretion, the cost of counsel, provided, however, if there are which shall be subject to indemnification pursuant to Section 6.03. Notwithstanding Servicer No. 1's right to make determinations relating to claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master ServicerNo. Notwithstanding the rights of the Special Servicer otherwise set forth above and below, (i) the Special Servicer shall provide the Master Servicer with copies of any notices, process and/or pleadings submitted and/or filed in any such action, suit, litigation or proceeding; (ii) the Master Servicer may retain its own counsel, whose reasonable costs shall be paid by the Trust under Section 8.24, and appear in any action, suit, litigation or proceeding on its own behalf in order to represent, protect and defend its interests; and (iii) the Master Servicer shall have the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer to liability or materially expand the scope of the Master Servicer's obligations under this Agreement. Subject to the rights of the Master Servicer set forth above and below, the Special Servicer shall have the right at any time to (1) direct the Master Servicer No. 1 to settle any Trust Related Litigation claims brought against the Trust, including Trust Related Litigation claims asserted against the Master either Servicer (No. 1 whether or not the Trust or the Special cc1xxi Servicer is named in any such claims or Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the Master Servicer No. 1 relating to Trust Related Litigation claims against the Master Servicer No. 1 (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicerNo. 1, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Master Servicer No. 1 is and shall be indemnified pursuant to Section 8.24 6.03 hereof for all costs and expenses of the Master Servicer No. 1 incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at No. 1 at, or in connection with, the direction of the Special Servicer shall be deemed (as to such Master ServicerServicer No. 1) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer No. 1 with assurance reasonably satisfactory to the Master Servicer No. 1 as to the items in clauses (A), (B) and (C). In the event more than one of the Master Servicer No. 1 and the Special Servicer or Trust are named in litigation, the Master Servicer No. 1 and the Special Servicer shall cooperate with each other to afford Servicer No. 1 and the other Special Servicer the rights afforded to such party in this Section 9.40. This Section 9.40 shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust. Notwithstanding the foregoing, (a) if that any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the Custodian, upon prior written notice to the Master Servicers or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or Custodian, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or Custodian, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or Custodian, or (iii) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, LaSalle to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding). Notwithstanding the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Paying Agent, Certificate Registrar and/or Authenticating Agent, as cc1xxii applicable, in its individual capacity, or in the event that any judgment is rendered against the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, in its individual capacity, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, upon prior written notice to the Special Servicer, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim), (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents, the Special Servicer shall not, without the prior written consent of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, to be registered to do business in any state, and (iii) in the event that any court finds that the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim)3.31.

Litigation Control. The (a) With respect to the Serviced Mortgage Loans as to which Master Servicer No. 1 is the applicable Master Servicer, the Special Servicer Servicer, in a reasonable manner consistent with the Servicing Standard, shall, : (1i) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer Servicer; and (2ii) represent the interests of the Trust in any litigation relating to the rights and obligations of such the Mortgagor or the Trustlender, or the enforcement of the obligations of such a Mortgagor, under the related Mortgage Loan subject loan documents ("Trust-Related Litigation"). 1. To Notwithstanding the extent right of the Master Special Servicer is named to represent the interests of the Trust in Trust-Related Litigation, and neither subject to the Trust nor the Special Servicer is named, in order to effectuate the role rights of the Special Servicer as contemplated by to direct Master Servicer No. 1's actions in the immediately preceding following paragraph, the Master Servicer No. 1 shall (1) notify retain the Special Servicer of such Trust-Related Litigation within ten (10) days of the right to make determinations relating to claims against Master Servicer receiving service of such Trust-Related Litigation; (2) provide monthly status reports to the Special Servicer regarding such Trust-Related Litigation; (3) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (4) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related LitigationNo. 1, including but not limited to the selection of counsel, provided, however, if there are claims against the Master Servicer and the Master Servicer has not determined that right to engage separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. Notwithstanding the rights of the Special Servicer otherwise set forth above and below, (i) the Special Servicer shall provide the Master Servicer with copies of any notices, process and/or pleadings submitted and/or filed in any such action, suit, litigation or proceeding; (ii) the Master Servicer may retain its own counsel, whose reasonable costs shall be paid by the Trust under Section 8.24, and appear in any action, suit, litigation or proceeding on its own behalf in order to represent, protect and defend its interests; and (iii) the Master Servicer shall have the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicerif necessary. Further, nothing in this section shall require the Master Servicer No. 1 to take or fail to take any action which, in the Master ServicerServicer No. 1's good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer No. 1 to material liability or materially expand the scope of the Master ServicerServicer No. 1's obligations under this Agreement. Subject to the rights of the Notwithstanding Master Servicer set forth above and belowNo. 1's right to make determinations relating to claims against Master Servicer No. 1, the Special Servicer shall (1) have the right at any time to (1) direct the Master Servicer No. 1 to settle any Trust Related Litigation claims brought against the Trust, including Trust Related Litigation claims asserted against the Master Servicer No. 1 (whether or not the Trust or the Special cc1xxi Servicer is named in any such claims or Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the Master Servicer No. 1 relating to Trust Related Litigation claims against the Master Servicer No. 1 (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer or otherwise materially and adversely affect the Master ServicerNo. 1, including, but not limited to, damage to the Master Servicer's reputation as a master servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the and Master Servicer No. 1 is and shall be indemnified pursuant to Section 8.24 6.03 hereof for all costs and expenses of the Master Servicer No. 1 incurred in defending and settling the Trust-Trust- Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to such Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C)Litigation. In the event more than one of the both Master Servicer No. 1 and the Special Servicer or the Trust are named in litigation, the Master Servicer No. 1 and the Special Servicer shall cooperate with each other to afford Master Servicer No. 1 and the other Special Servicer the rights afforded to such party in this Section 9.40. This Section 9.40 shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust. Notwithstanding the foregoing, (a) if that any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the Custodian, upon prior written notice to the Master Servicers or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or Custodian, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or Custodian, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or Custodian, or (iii) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, LaSalle to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding). Notwithstanding the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Paying Agent, Certificate Registrar and/or Authenticating Agent, as cc1xxii applicable, in its individual capacity, or in the event that any judgment is rendered against the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, in its individual capacity, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, upon prior written notice to the Special Servicer, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim), (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents, the Special Servicer shall not, without the prior written consent of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, to be registered to do business in any state, and (iii) in the event that any court finds that the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim3.31(a).

Litigation Control. (a) The Special Servicer shall, (1) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer and (2) represent the interests of the Trust in any litigation relating to the rights and obligations of such the Mortgagor or the TrustMortgagee, or the enforcement of the obligations of such Mortgagora Borrower, under the related Mortgage Loan documents Documents ("Trust-Related Litigation"). To the extent the Master Servicer is named in Trust-Related Litigation, and neither the Trust nor the Special Servicer is named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraphServicer, the Master Servicer shall (1) notify the Special Servicer of such Trust-Trust Related Litigation within ten (10) days of the Master Servicer receiving service notice of such Trust-Trust Related Litigation; (2) provide monthly status reports to the Special Servicer regarding such Trust-Related Litigation; and (3) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (4) so long as the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer in representing the interests of the Trust with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided, provided however, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. Notwithstanding the rights of the Special Servicer otherwise set forth above and belowforegoing, (i) the Special Servicer nothing in this section shall provide the Master Servicer with copies of any notices, process and/or pleadings submitted and/or filed in any such action, suit, litigation or proceeding; (ii) the Master Servicer may retain its own counsel, whose reasonable costs shall be paid by the Trust under Section 8.24, and appear in any action, suit, litigation or proceeding on its own behalf in order to represent, protect and defend its interests; and (iii) the Master Servicer shall have the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to limit the Master Servicer's reputation as a master servicerright to make final and binding determinations relating to claims against the Master Servicer. Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer's good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer to material liability or materially expand the scope of the Master Servicer's obligations under this Agreement. Subject to the rights of the Master Servicer set forth above and below, the The Special Servicer shall have the right at any time to (1) direct the Master Servicer to settle any Trust Related Litigation claims brought against the Trust, including Trust Related Litigation asserted against the Master Servicer (whether or not the Trust or the Special cc1xxi Servicer is named in any such Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the Master Servicer relating to Trust Related Litigation against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer or otherwise materially and adversely affect the Master Servicer, including, but not limited to, damage to the Master Servicer's reputation as a master servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) and the Master Servicer is and shall be indemnified pursuant to Section 8.24 6.03 hereof for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Trust Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to such Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C)Litigation. In the event more than one of the Master Servicer and the Special Servicer or Trust are named in litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the other the rights afforded to such party in this Section 9.40. This Section 9.40 The foregoing paragraph shall not apply in the event the Special Servicer authorizes the Master Servicerauthorizes, and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation litigation on behalf of the Trust. Notwithstanding the foregoing, (a) if that any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the Custodian, upon prior written notice to the Master Servicers or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding); . (b) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or Custodian, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or Custodian, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or Custodian, or (iii) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, LaSalle to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding). Notwithstanding the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Paying Agent, Certificate Registrar and/or Authenticating Agent, as cc1xxii applicable, Trustee in its individual capacity, or in the event that any judgment is rendered against the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, Trustee in its individual capacity, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicableTrustee, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim), (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor or guarantor under the related Mortgage Loan documentsdocuments or otherwise relating to a Mortgage Loan or Mortgaged Property, neither the Master Servicer nor the Special Servicer shall notshall, without the prior written consent of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicableTrustee, (A) initiate any action, suit, litigation or proceeding in the name of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicableTrustee, whether in such capacity or individually, (B) engage counsel to represent the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicableTrustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, Trustee to be registered to do business in any state, and (iii) in the event that any court finds that the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, Trustee is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, Trustee shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim).

Litigation Control. (a) The following provisions shall apply to each Mortgage Loan or Loan Combination that is serviced by Master Servicer No. 1: (i) The Special Servicer shall, (1) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer and (2) represent the interests of the Trust in any litigation relating to the rights and obligations of such the Mortgagor or the TrustMortgagee, or the enforcement of the obligations of such Mortgagora Borrower, under the related Mortgage Loan documents Documents ("Trust-Trust Related Litigation"). . (ii) To the extent the Master Servicer No.1 is named in Trust-Trust Related Litigation, and neither the Trust nor the or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraph, the Master Servicer shall No.1 shall: (1A) notify the Special Servicer of such Trust-Trust Related Litigation within ten (10) days of the Master Servicer No.1 receiving service of such Trust-Trust Related Litigation; (2B) provide monthly status reports to the Special Servicer Servicer, regarding such Trust-Trust Related Litigation; (3C) seek to have the Trust replace the Master Servicer No.1 as the appropriate party to the lawsuit; and (4D) so long as the Master Servicer No.1 remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Trust Related Litigation, including but not limited to the selection of counsel, provided, however, if there are claims against the Master Servicer No.1 and the Master Servicer No.1 has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer. Servicer No.1. (iii) Notwithstanding the rights of the Special Servicer otherwise set forth above and below, (iA) the Special Servicer shall provide the Master Servicer No.1 with copies of any notices, process and/or pleadings submitted and/or filed in any such action, suit, litigation or proceeding; (iiB) the Master Servicer No.1 may retain its own counsel, whose reasonable costs shall be paid by the Trust to the extent provided under Section 8.246.03, and appear in any action, suit, litigation or proceeding on its own behalf in order to represent, protect and defend its interests; and (iiiC) the Master Servicer No.1 shall have the right to approve or disapprove of any judgment, settlement, final order or decree that may impose liability on the Master Servicer No.1 or otherwise materially and adversely affect the Master ServicerServicer No.1, including, but not limited to, damage to the Master ServicerServicer No.1's reputation as a master servicer. Further, nothing in this section shall require the Master Servicer No.1 to take or fail to take any action which, in the Master ServicerServicer No.1's good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer No.1 to material liability or materially expand the scope of the Master ServicerServicer No.1's obligations under this Agreement. . (iv) Subject to the rights of the Master Servicer No.1's rights set forth above and belowbelow in this subsection (b), the Special Servicer shall (1) have the right at any time to (1) direct the Master Servicer No.1 to settle any Trust Related Litigation brought against the Trust, including Trust Related Litigation claims asserted against the Master Servicer No.1 (whether or not the Trust or the Special cc1xxi Servicer is named in any such Trust-Trust Related Litigation) and (2) otherwise reasonably direct the actions of the Master Servicer No.1 relating to Trust Related Litigation against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Trust Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer No.1 or otherwise materially and adversely affect the Master ServicerServicer No.1, including, but not limited to, damage to the Master ServicerServicer No.1's reputation as a master servicer, (B) the cost of such settlement or on any resulting judgment is and shall be paid by the Trust, (C) the and Master Servicer No.1 is and shall be indemnified pursuant to Section 8.24 6.03 hereof for all costs and expenses of the Master Servicer incurred by it in defending and settling the Trust-Trust Related Litigation and for any judgmentLitigation, (DC) any such action taken by the Master Servicer No.1 at the direction of the Special Servicer shall be deemed (as to such Master ServicerServicer No.1) to be in compliance with the Servicing Standard and (ED) the Special Servicer provides the Master Servicer No.1 with assurance reasonably satisfactory to the Master Servicer No.1 as to the items in clauses (A), (B) and (C). . (v) In the event more than one of the both Master Servicer No.1 and the Special Servicer or the Trust are named in litigation, the Master Servicer No.1 and the Special Servicer shall cooperate with each other to afford Master Servicer No.1 and the other Special Servicer the rights afforded to such party in this Section 9.40. 3.29. (vi) This Section 9.40 3.29(b) shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust. Notwithstanding the foregoing, (a) if that any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the Trustee and/or the Custodian, upon prior written notice to the Master Servicers or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee or Custodian, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee or Custodian, whether in such capacity or individually, (ii) engage counsel to represent the Trustee or Custodian, or (iii) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, LaSalle to be registered to do business in any state; and (c) in the event that any court finds that the Trustee or Custodian is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee or Custodian shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or Custodian or individually (provided that the Master Servicer or the Special Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding). Notwithstanding the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Paying Agent, Certificate Registrar and/or Authenticating Agent, as cc1xxii applicable, in its individual capacity, or in the event that any judgment is rendered against the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, in its individual capacity, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, upon prior written notice to the Special Servicer, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim), (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents, the Special Servicer shall not, without the prior written consent of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, whether in such capacity or individually, (B) engage counsel to represent the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, to be registered to do business in any state, and (iii) in the event that any court finds that the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Paying Agent, Certificate Registrar and/or Authenticating Agent, as applicable, shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim).No.1