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 the Mortgagor or the Trust, or the enforcement of the obligations of a Mortgagor, under the Mortgage Loan documents (“Trust-Related Litigation”). To the extent the Master Servicer is named in Trust-Related Litigation, and the Trust or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the 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 right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights of the Special Servicer to direct the Master Servicer’s actions in this Section 3.30 below, the Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including but not limited to the right to engage separate counsel in the Master Servicer’s reasonable discretion, the cost of which shall be subject to indemnification 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. Notwithstanding the Master Servicer’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 claims brought against the Trust, including claims asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the Master Servicer relating to 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, (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 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 be deemed (as to 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 both the Master Servicer and the Special Servicer or Trust are named in litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded to such party in this Section 3.30. This Section 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) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event that any judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (provided that the Master Servicer or the Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) 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, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (ii) engage counsel to represent the Trustee, 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 is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee 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. 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 the Mortgagor or the Trustlender, or the enforcement of the obligations of a Mortgagor, under the Mortgage Loan subject loan documents (“"Trust-Related Litigation”"). To the extent the Master Servicer is named in Trust-Related Litigation, and the Trust or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the 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 right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights of the Special Servicer to direct the Master Servicer’s Servicer No. 1's actions in this Section 3.30 belowthe following paragraph, the Master Servicer No. 1 shall retain the right to make determinations relating to claims against the Master ServicerServicer No. 1, including but not limited to the right to engage separate counsel in the Master Servicer’s reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03if 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 Servicer’s Servicer 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 Servicer’s Servicer No. 1's obligations under this Agreement. Notwithstanding the Master Servicer’s Servicer No. 1's right to make determinations relating to claims against the Master ServicerServicer No. 1, the Special Servicer shall (1) have the right at any time to (1) direct the Master Servicer No. 1 to settle any claims brought against the Trust, including claims asserted 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) and (2) otherwise reasonably direct the actions of the Master Servicer No. 1 relating to 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 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 ServicerServicer No. 1, (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 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 be deemed (as to 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)Litigation. In the event both the 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 the Master Servicer No. 1 and the Special Servicer the rights afforded to such party in this Section 3.30. This Section 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) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event that any judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (provided that the Master Servicer or the Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) 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, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (ii) engage counsel to represent the Trustee, 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 is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee 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 proceeding3.31(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 the such Mortgagor or the Trust, or the enforcement of the obligations of a 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 or nor the 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 to direct otherwise set forth above and below, (i) the Special Servicer shall provide the Master Servicer’s actions Servicer with copies of any notices, process and/or pleadings submitted and/or filed in this 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 3.30 below8.24, 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 retain have the right to make determinations relating to claims against 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 including, but not limited to, damage to the right to engage separate counsel in the Master Servicer’s reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03'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 '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. Notwithstanding Subject to the rights of the Master Servicer’s right to make determinations relating to claims against the Master ServicerServicer set forth above and below, the Special Servicer shall have the right at any time to (1) direct the Master Servicer to settle any claims Trust Related Litigation brought against the Trust, including claims Trust Related Litigation 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 claims 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 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 6.03 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 the 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 both 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 Master Servicer and the Special Servicer other the rights afforded to such party in this Section 3.309.40. This Section 3.30 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) in the event 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 TrusteeTrustee and/or the Custodian, upon prior written notice to the Master Servicer 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, as applicable, 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 TrusteeTrustee or Custodian, (i) initiate an action, suit, litigation or proceeding in the name of the TrusteeTrustee or Custodian, whether in such capacity or individually, (ii) engage counsel to represent the TrusteeTrustee 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, as applicable, 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 the Mortgagor or the TrustMortgagee, or the enforcement of the obligations of a MortgagorBorrower, under the Mortgage Loan documents Documents (“"Trust-Related Litigation”"). . (ii) To the extent the either Master Servicer is named in Trust-Related Litigation, and the Trust or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the 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, 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 provided, however, if there are claims against the such Master Servicer and the such Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the such Master Servicer. . (iii) Notwithstanding the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights of the Special Servicer to direct the Master Servicer’s actions in this Section 3.30 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 6.03, and appear in any action, suit, litigation or proceeding on its own behalf in order to represent, protect and defend its interests; and (iii) the applicable Master Servicer shall retain have the right to make determinations relating to claims against 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 including, but not limited to, damage to the right to engage separate counsel in the applicable Master Servicer’s reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03'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 '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 's obligations under this Agreement. Notwithstanding . (iv) Subject to the rights of the applicable Master Servicer’s right to make determinations relating to claims against the Master ServicerServicer set forth above and below 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 claims Trust-Related Litigation brought against the Trust, including claims asserted against the such Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the such Master Servicer relating to claims against the Master Servicer Trust-Related Litigation (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that 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 such Master Servicer or otherwise materially and adversely affect such Master Servicer, including, but not limited to, damage to such Master Servicer's reputation as a master servicer, (B) the cost of such settlement 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 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 be deemed (as to the 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 both the Master Servicer and the Special Servicer or Trust are named in litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded to such party in this Section 3.30. 3.29. (vi) This Section 3.30 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) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event that any judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written notice to the applicable Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (interests, provided that the applicable Master Servicer or the Special Servicer, as applicable, shall retain maintain the right to manage and direct any such action, suit, litigation or proceeding); , (bii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor Mortgagor under the related Mortgage Loan documents, documents or otherwise relating to one or more a Mortgage Loans Loan or Mortgaged PropertiesProperty, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee, (iA) initiate an any action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (iiB) engage counsel to represent the Trustee, or (iiiC) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, LaSalle the Person acting as Trustee to be registered to do business in any state; state (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 (ciii) in the event that any court finds that the Trustee is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or individually (interest; provided that the applicable Master Servicer or the Special Servicer, as applicable, shall retain maintain the right to manage and direct any such action, suit, litigation or proceeding).

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 the Mortgagor or the TrustMortgagee, or the enforcement of the obligations of a MortgagorBorrower, under the 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 the Trust 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, 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 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 right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights of the Special Servicer to direct the Master Servicer’s actions in this Section 3.30 otherwise set forth above and below, (A) the Special Servicer shall provide 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; (B) Master Servicer No.1 may retain its own counsel, whose reasonable costs shall retain be paid by the Trust to the extent provided under Section 6.03, and appear in any action, suit, litigation or proceeding on its own behalf in order to represent, protect and defend its interests; and (C) Master Servicer No.1 shall have the right to make determinations relating to claims against the approve or disapprove of any judgment, settlement, final order or decree that may impose liability on Master ServicerServicer No.1 or otherwise materially and adversely affect Master Servicer No.1, including including, but not limited to, damage to the right to engage separate counsel in the Master Servicer’s reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03Servicer 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 Servicer’s Servicer 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 Servicer’s Servicer No.1's obligations under this Agreement. Notwithstanding the . (iv) Subject to Master Servicer’s right to make determinations relating to claims against the Master ServicerServicer No.1's rights set forth above and below 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 claims Trust Related Litigation brought against the Trust, including claims asserted against the Master Servicer No.1 (whether or not the Trust or the Special Servicer is named in any such Trust Related Litigation) and (2) otherwise reasonably direct the actions of Master Servicer No.1 relating to Trust Related Litigation (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the Master Servicer relating to 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 ServicerServicer No.1 or otherwise materially and adversely affect Master Servicer No.1, including, but not limited to, damage to Master Servicer 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 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 be deemed (as to the 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 both the 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 the Master Servicer No.1 and the Special Servicer the rights afforded to such party in this Section 3.30. 3.29. (vi) This Section 3.30 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) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event that any judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (provided that the Master Servicer or the Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) 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, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (ii) engage counsel to represent the Trustee, 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 is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee 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).No.1

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 the Mortgagor or the TrustMortgagee, or the enforcement of the obligations of a MortgagorBorrower, under the Mortgage Loan documents Documents (“"Trust-Related Litigation”"). . (b) To the extent the Master Servicer is named in Trust-Related Litigation, and the Trust or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the 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, 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. . (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 to direct the Master Servicer’s 's actions in this Section 3.30 3.29(d) below, the Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including but not limited to the right to engage separate counsel in the Master Servicer’s reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03if 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 '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 's obligations under this Agreement. . (d) Notwithstanding the Master Servicer’s '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 claims brought against the Trust, including claims asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the Master Servicer relating to 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, (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 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 be deemed (as to 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 both the Master Servicer and the Special Servicer or Trust are named in litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded to such party in this Section 3.30. 3.29. (f) This Section 3.30 3.29 shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation litigation on behalf of the Trust. . (g) Notwithstanding the foregoing, (ai) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event that any judgment is rendered against the Trustee in its individual capacity, the Trustee, 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 but not to otherwise direct, manage or the Special Servicer, as applicable, shall retain the right to manage and direct any prosecute such action, suit, litigation or proceedingclaim); , (bii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor Mortgagor under the related Mortgage Loan documents, documents or otherwise relating to one or more a Mortgage Loans Loan or Mortgaged PropertiesProperty, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee, (iA) initiate an any action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (iiB) engage counsel to represent the Trustee, or (iiiC) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, LaSalle the Trustee to be registered to do business in any state; , and (ciii) in the event that any court finds that the Trustee is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim). (h) Notwithstanding the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Certificate Administrator in its individual capacity, or in the event that any judgment is rendered against the Certificate Administrator in its individual capacity, the Certificate Administrator, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or 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; (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 the Mortgagor Borrower or the Trust, or the enforcement of the obligations of a MortgagorBorrower, under the Mortgage Loan documents (“"Trust-Related Litigation”"). To the extent the Master Servicer is named in Trust-Related Litigation, and the Trust or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the 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 right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights of the Special Servicer to direct the Master Servicer’s Servicer No. 1's actions in this Section 3.30 3.31 below, the Master Servicer No. 1 shall retain the right to make determinations relating to claims against the Master ServicerServicer No. 1, including but not limited to the right to engage separate counsel in the Master Servicer’s Servicer No. 1'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 Notwithstanding Servicer to take or fail to take any action which, in the Master Servicer’s good faith and reasonable judgment, may (No. 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. Notwithstanding the Master Servicer’s 's right to make determinations relating to claims against the Master ServicerServicer No. 1, the Special Servicer shall have the right at any time to (1) direct the Master Servicer No. 1 to settle any claims brought against the Trust, including claims asserted against the Master either Servicer (No. 1 whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the Master Servicer No. 1 relating to 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 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 ServicerServicer No. 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 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 the 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 both 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 the Master Servicer No. 1 and the Special Servicer the rights afforded to such party in this Section 3.30. This Section 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) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event that any judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (provided that the Master Servicer or the Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) 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, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (ii) engage counsel to represent the Trustee, 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 is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee 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)3.31.

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 the Mortgagor or the TrustMortgagee, or the enforcement of the obligations of a MortgagorBorrower, under the Mortgage Loan documents Documents (“"Trust-Related Litigation”"). To the extent the Master Servicer is named in Trust-Related Litigation, and the Trust or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the 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, 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 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 foregoing, nothing in Trust-Related Litigation, and subject to the rights of the Special Servicer to direct this section shall limit the Master Servicer’s actions in this Section 3.30 below, the Master Servicer shall retain the 's right to make final and binding determinations relating to claims against the Master Servicer, including but not limited to the right to engage separate counsel in the Master Servicer’s reasonable discretion, the cost of which shall be subject to indemnification 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 material liability or materially expand the scope of the Master Servicer’s 's obligations under this Agreement. Notwithstanding the Master Servicer’s right to make determinations relating to claims against the Master Servicer, the The Special Servicer shall have the right at any time to (1) direct the Master Servicer to settle any claims brought against the Trust, including claims asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the Master Servicer relating to 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, (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 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 be deemed (as to 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)Litigation. In the event both the Master Servicer and the Special Servicer or Trust are named in litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded to such party in this Section 3.30. This Section 3.30 The foregoing paragraph shall not apply in the event the Special Servicer authorizes the Master Servicerauthorizes, and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation litigation on behalf of the Trust. . (b) Notwithstanding the foregoing, (ai) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event that any judgment is rendered against the Trustee in its individual capacity, the Trustee, 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 but not to otherwise direct, manage or the Special Servicer, as applicable, shall retain the right to manage and direct any prosecute such action, suit, litigation or proceedingclaim); , (bii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, Mortgagor or guarantor or other obligor under the related Mortgage Loan documents, documents or otherwise relating to one or more a Mortgage Loans Loan or Mortgaged PropertiesProperty, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee, (iA) initiate an any action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (iiB) engage counsel to represent the Trustee, or (iiiC) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, LaSalle the Trustee to be registered to do business in any state; , and (ciii) in the event that any court finds that the Trustee is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interestsinterest (but not to otherwise direct, whether as Trustee manage or individually (provided that the Master Servicer or the Special Servicer, as applicable, shall retain the right to manage and direct any prosecute such action, suit, litigation or proceedingclaim).

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 the Mortgagor or the Trust, or the enforcement of the obligations of a Mortgagor, under the Mortgage Loan documents (“Trust-Related Litigation”). To the extent the Master Servicer is named in Trust-Related Litigation, and the Trust or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the 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 right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights of the Special Servicer to direct the Master Servicer’s actions in this Section 3.30 3.29 below, the Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including but not limited to the right to engage separate counsel in the Master Servicer’s reasonable discretion, the cost of which shall be subject to indemnification 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. Notwithstanding the Master Servicer’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 claims brought against the Trust, including claims asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the Master Servicer relating to 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, (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 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 be deemed (as to 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 both the Master Servicer and the Special Servicer or Trust are named in litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded to such party in this Section 3.30. This Section 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) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event that any judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (provided that the Master Servicer or the Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) 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, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (ii) engage counsel to represent the Trustee, 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 is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee 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)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 the Mortgagor or the Trust, or the enforcement of the obligations of a Mortgagor, under the Mortgage Loan documents (“"Trust-Related Litigation”"). To the extent the Master Servicer is named in Trust-Related Litigation, and the Trust or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the 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 right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights of the Special Servicer to direct the Master Servicer’s 's actions in this Section 3.30 3.29 below, the Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including but not limited to the right to engage separate counsel in the Master Servicer’s 's reasonable discretion, the cost of which shall be subject to indemnification 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. Notwithstanding the Master Servicer’s '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 claims brought against the Trust, including claims asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the Master Servicer relating to 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, (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 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 be deemed (as to 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 both the Master Servicer and the Special Servicer or Trust are named in litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded to such party in this Section 3.30. This Section 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) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event that any judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (provided that the Master Servicer or the Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) 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, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (ii) engage counsel to represent the Trustee, 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 is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee 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)3.29.

Litigation Control. (i) The Special Servicer shall, (1) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer and (2) represent the interests of the Trust in any litigation relating to the rights and obligations of the Mortgagor or the Trust, or the enforcement of the obligations of a Mortgagorborrower, under the Mortgage Loan documents Documents (“for purposes of this Section 3.33(a), "Trust-Related Litigation”). ") with respect to the Mortgage Loans that are Group A Mortgage Loans. (ii) To the extent the Master Servicer No. 1 is named in Trust-Related Litigation, and the Trust or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraphset forth in this Section 3.33(a), the Master Servicer No. 1 shall (1) notify the Special Servicer of such Trust-Trust Related Litigation within ten (10) days of the Master Servicer No. 1 receiving service of such Trust-Trust Related Litigation; (2) provide monthly status reports to the Special Servicer, regarding such Trust-Related Litigation; (3) seek to have the Trust replace the Master Servicer No. 1 as the appropriate party to the lawsuit; and (4) so long as the Master Servicer No. 1 remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided 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 ServicerServicer No. 1. (iii) Notwithstanding the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights of the Special Servicer to direct the Master Servicer’s Servicer No. 1's actions in this Section 3.30 3.33(a)(iv) below, the Master Servicer No. 1 shall retain the right to make determinations relating to claims against the Master ServicerServicer No. 1, including but not limited to the right to engage separate counsel in the Master Servicer’s reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03if 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 Servicer’s Servicer 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 Servicer’s Servicer No. 1's obligations under this Agreement. (iv) Notwithstanding Master Servicer No. Notwithstanding the Master Servicer’s 1's right to make determinations relating to claims against the Master ServicerServicer No. 1, the Special Servicer shall (1) have the right at any time to (1) direct the Master Servicer No. 1 to settle any claims brought against the Trust, including claims asserted 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) and (2) otherwise reasonably direct the actions of the Master Servicer No. 1 relating to 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 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 ServicerServicer No. 1, (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 6.03 hereof for all costs and expenses of the Master Servicer No. 1 incurred in defending and settling the Trust-Trust Related Litigation and for any judgment, Litigation. (Dv) any such action taken by the Master Servicer at the direction of the Special Servicer be deemed (as to 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 both 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 the Master Servicer No. 1 and the Special Servicer the rights afforded to such party in this Section 3.30. 3.33. (vi) This Section 3.30 3.33(a) shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the TrustNo. Notwithstanding the foregoing, (a) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event that any judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (provided that the Master Servicer or the Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) 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, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (ii) engage counsel to represent the Trustee, 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 is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee 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).1

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 the Mortgagor or the Trustlender, or the enforcement of the obligations of a Mortgagor, under the Mortgage Loan subject loan documents (“"Trust-Related Litigation”"). To the extent the Master Servicer is named in Trust-Related Litigation, and the Trust or Special Servicer is not named, in order to effectuate the role of the Special Servicer as contemplated by the 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 right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and but subject to the rights of the Special Servicer to direct the Master Servicer’s Servicer No. 1's actions in this Section 3.30 belowthe next paragraph, the Master Servicer No. 1 shall retain the right to make determinations relating to claims against the Master ServicerServicer No. 1, including but not limited to the right to engage separate counsel in the Master Servicer’s Servicer No. 1'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 No. 1 to take or fail to take any action which, in the Master Servicer’s Servicer 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 Servicer’s Servicer No. 1's obligations under this Agreement. Notwithstanding the Master Servicer’s Servicer No. 1's right to make determinations relating to claims against the Master ServicerServicer No. 1, the Special Servicer shall have the right at any time to (1i) direct the Master Servicer No. 1 to settle any claims brought against the Trust, including claims asserted 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) and (2ii) otherwise reasonably direct the actions of the Master Servicer No. 1 relating to 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 the Special Servicer provides the Master Servicer with assurance 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 ServicerServicer No. 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 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 No. 1 at the direction of the Special Servicer shall be deemed (as to the 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 If both the 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 the Master Servicer No. 1 and the Special Servicer the rights afforded to such party in this Section 3.30. This Section 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) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event that any judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (provided that the Master Servicer or the Special Servicer, as applicable, shall retain the right to manage and direct any such action, suit, litigation or proceeding); (b) 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, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (ii) engage counsel to represent the Trustee, 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 is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee 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 proceeding3.27(a).

Litigation Control. The Special Servicer shall, (1) direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust and/or the Special Servicer and (2) represent the interests of the Trust in any litigation relating to the rights and obligations of the such Mortgagor or the Trust, or the enforcement of the obligations of a 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 or nor the 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 to direct otherwise set forth above and below, (i) the Special Servicer shall provide the Master Servicer’s actions Servicer with copies of any notices, process and/or pleadings submitted and/or filed in this 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 3.30 below8.24, 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 retain have the right to make determinations relating to claims against 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 including, but not limited to, damage to the right to engage separate counsel in the Master Servicer’s reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03'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 '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. Notwithstanding Subject to the rights of the Master Servicer’s right to make determinations relating to claims against the Master ServicerServicer set forth above and below, the Special Servicer shall have the right at any time to (1) direct the Master Servicer to settle any claims Trust Related Litigation brought against the Trust, including claims Trust Related Litigation asserted against 271 the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the Master Servicer relating to claims 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 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 6.03 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 the 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 both 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 Master Servicer and the Special Servicer other the rights afforded to such party in this Section 3.309.40. This Section 3.30 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) in the event that if any action, suit, litigation or proceeding names the Trustee and/or the Custodian in its individual capacity, or in the event that any judgment is rendered against the Trustee and/or the Custodian in its individual capacity, the TrusteeTrustee and/or the Custodian, upon prior written notice to the Master Servicer 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, as applicable, 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 TrusteeTrustee or Custodian, (i) initiate an action, suit, litigation or proceeding in the name of the TrusteeTrustee or Custodian, whether in such capacity or individually, (ii) engage counsel to represent the TrusteeTrustee 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, as applicable, Servicer shall retain the right to manage and direct any such action, suit, litigation or proceeding).