Common use of Litigation Control Clause in Contracts

Litigation Control. (a) The Special Servicer shall, consistent with the Servicing Standard, (1) direct, manage, prosecute and/or defend any action brought by a 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 Borrower or the Trust, or the enforcement of the obligations of a Borrower, under the Mortgage Loan documents ("Trust-Related Litigation"). 1. 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 Servicer No. 1's actions in this Section 3.31 below, Servicer No. 1 shall retain the right to make determinations relating to claims against Servicer No. 1, including but not limited to the right to engage separate counsel in Servicer No. 1's reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03. Notwithstanding Servicer No. 1's right to make determinations relating to claims against Servicer No. 1, the Special Servicer shall have the right at any time to (1) direct Servicer No. 1 to settle any claims brought against the Trust, including claims asserted against 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 Servicer No. 1 relating to claims against Servicer No. 1 (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of Servicer No. 1, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) Servicer No. 1 is and shall be indemnified pursuant to Section 6.03 hereof for all costs and expenses Servicer No. 1 incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by Servicer No. 1 at, or in connection with, the direction of the Special Servicer shall be deemed (as to Servicer No. 1) to be in compliance with the Servicing Standard and (E) the Special Servicer provides Servicer No. 1 with assurance reasonably satisfactory to Servicer No. 1 as to the items in clauses (A), (B) and (C). In the event Servicer No. 1 and the Special Servicer or Trust are named in litigation, Servicer No. 1 and the Special Servicer shall cooperate with each other to afford Servicer No. 1 and the Special Servicer the rights afforded to such party in this Section 3.31.

Litigation Control. (a) The Special Servicer shall, consistent with the Servicing Standard, (1) direct, manage, prosecute and/or defend any action brought by a Borrower 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 Borrower Mortgagor or the TrustMortgagee, or the enforcement of the obligations of a Borrower, under the Mortgage Loan documents Documents ("Trust-Related Litigation"). 1. Notwithstanding To the right of extent the Special Master Servicer to represent the interests of the Trust is named in Trust-Related Litigation, and subject in order to effectuate the role of the Special Servicer, the Master Servicer shall (1) notify the Special Servicer of such Trust Related Litigation within ten (10) days of the Master Servicer receiving notice of such Trust Related Litigation; (2) provide monthly status reports to the rights Special Servicer regarding such Trust-Related Litigation; and (3) act at the direction of the Special Servicer in representing the interests of the Trust with respect to direct Servicer No. 1's actions in this Section 3.31 below, Servicer No. 1 shall retain the right decisions and resolutions related to make determinations relating to claims against Servicer No. 1such Trust-Related Litigation, including but not limited to the right to engage selection of counsel, provided however, if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel in Servicer No. 1's reasonable discretionis required for such claims, the cost of which such counsel shall be subject reasonably acceptable to indemnification pursuant to Section 6.03Master Servicer. Notwithstanding Servicer No. 1the foregoing, nothing in this section shall limit the Master Servicer's right to make final and binding determinations relating to claims against the Master Servicer. Further, nothing in this section shall require the Master Servicer Noto 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 (2) subject the Master Servicer to material liability or materially expand the scope of the Master Servicer's obligations under this Agreement. 1, the 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 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 Servicer No. 1 relating to claims against Servicer No. 1 (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of Servicer No. 1the 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 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. The foregoing paragraph shall not apply in the event the Special Servicer authorizes, and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain litigation on behalf of the Trust-Related Litigation and for any judgment. (b) Notwithstanding the foregoing, (Di) in the event that any such action taken by Servicer No. 1 ataction, suit, litigation or proceeding names the Trustee in its individual capacity, or in connection withthe event that any judgment is rendered against the Trustee in its individual capacity, the direction 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 (but not to otherwise direct, manage or prosecute such litigation or claim), (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor or guarantor under the related Mortgage Loan documents or otherwise relating to a Mortgage Loan or Mortgaged Property, neither the Master Servicer nor the Special Servicer shall be deemed (as to Servicer No. 1) to be in compliance with shall, without the Servicing Standard and (E) prior written consent of the Special Servicer provides Servicer No. 1 with assurance reasonably satisfactory to Servicer No. 1 as to the items in clauses Trustee, (A)) initiate any action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (B) engage counsel to represent the Trustee, 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 Trustee to be registered to do business in any state, and (C). In iii) in the event Servicer No. 1 and that any court finds that the Special Servicer or Trust are named in litigation, Servicer No. 1 and the Special Servicer shall cooperate with each other to afford Servicer No. 1 and the Special Servicer the rights afforded to such Trustee is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Section 3.31Agreement 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).

Litigation Control. (a) The With respect to the Serviced Mortgage Loans as to which Master Servicer No. 1 is the applicable Master Servicer, the Special Servicer shallServicer, in a reasonable manner consistent with the Servicing Standard, shall: (1i) direct, manage, prosecute and/or defend any action brought by a Borrower 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 Borrower Mortgagor or the Trustlender, or the enforcement of the obligations of a BorrowerMortgagor, under the Mortgage Loan subject loan documents ("Trust-Related Litigation"). 1. 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 Master Servicer No. 1's actions in this Section 3.31 belowthe following paragraph, Master Servicer No. 1 shall retain the right to make determinations relating to claims against Master Servicer No. 1, including but not limited to the right to engage separate counsel if necessary. Further, nothing in this section shall require Master Servicer No. 1 to take or fail to take any action which, in Master Servicer No. 1's good faith and reasonable discretionjudgment, may (1) result in an Adverse REMIC Event or (2) subject Master Servicer No. 1 to material liability or materially expand the cost scope of which shall be subject to indemnification pursuant to Section 6.03Master Servicer No. 1's obligations under this Agreement. Notwithstanding Master Servicer No. 1's right to make determinations relating to claims against Master Servicer No. 1, the Special Servicer shall (1) have the right at any time to (1) direct Master Servicer No. 1 to settle any claims brought against the Trust, including claims asserted against either 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 Master Servicer No. 1 relating to claims against Master Servicer No. 1 (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of Master Servicer No. 1, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) and Master Servicer No. 1 is and shall be indemnified pursuant to Section 6.03 hereof for all costs and expenses of Master Servicer No. 1 incurred in defending and settling the Trust-Trust- Related Litigation and for any judgment, (D) any such action taken by Servicer No. 1 at, or in connection with, the direction of the Special Servicer shall be deemed (as to Servicer No. 1) to be in compliance with the Servicing Standard and (E) the Special Servicer provides Servicer No. 1 with assurance reasonably satisfactory to Servicer No. 1 as to the items in clauses (A), (B) and (C)Litigation. In the event both Master Servicer No. 1 and the Special Servicer or the Trust are named in litigation, Master Servicer No. 1 and the Special Servicer shall cooperate with each other to afford Master Servicer No. 1 and the Special Servicer the rights afforded to such party in this Section 3.313.31(a).

Litigation Control. (a) The With respect to Serviced Mortgage Loans as to which Master Servicer No. 1 is the applicable Master Servicer, the Special Servicer shallServicer, in a reasonable manner consistent with the Servicing Standard, shall: (1i) direct, manage, prosecute and/or defend any action brought by a Borrower 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 Borrower Mortgagor or the Trustlender, or the enforcement of the obligations of a BorrowerMortgagor, under the Mortgage Loan subject loan documents ("Trust-Related Litigation"). 1. 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 Master Servicer No. 1's actions in this Section 3.31 belowthe next paragraph, Master Servicer No. 1 shall retain the right to make determinations relating to claims against Master Servicer No. 1, including but not limited to the right to engage separate counsel in Master 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 Master Servicer No. 1 to take or fail to take any action which, in Master Servicer No. 1's good faith and reasonable judgment, may (i) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (ii) subject Master Servicer No. 1 to liability or materially expand the scope of Master Servicer No. 1's obligations under this Agreement. Notwithstanding Master Servicer No. 1's right to make determinations relating to claims against Master Servicer No. 1, the Special Servicer shall have the right at any time to (1i) direct Master Servicer No. 1 to settle any claims brought against the Trust, including claims asserted against either 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 Master Servicer No. 1 relating to claims against Master Servicer No. 1 (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission admission, or is not likely to result in a finding, of liability or wrongdoing on the part of Master Servicer No. 1, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) Master Servicer No. 1 is and shall be indemnified pursuant to Section 6.03 hereof for all costs and expenses of Master Servicer No. 1 incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by Master Servicer No. 1 at, or in connection with, at the direction of the Special Servicer shall be deemed (as to Master Servicer No. 1) to be in compliance with the Servicing Standard and (E) the Special Servicer provides Master Servicer No. 1 with assurance reasonably satisfactory to Master Servicer No. 1 as to the items in on clauses (A), (B) and (C). In the event If both Master Servicer No. 1 and either the Special Servicer or the Trust are named in litigation, Master Servicer No. 1 and the Special Servicer shall cooperate with each other to afford Master Servicer No. 1 and the Special Servicer the rights afforded to such party in this Section 3.313.27(a).

Litigation Control. (ai) The Special Servicer shall, consistent with the Servicing Standard, (1) direct, manage, prosecute and/or defend any action brought by a Borrower 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 Borrower Mortgagor or the Trustmortgagee, or the enforcement of the obligations of a BorrowerMortgagor, under the Mortgage Loan documents Documents ("Trust-Related Litigation"). (ii) To the extent a 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, such Master Servicer shall (1. ) notify the Special Servicer of such Trust Related Litigation within ten (10) days of such 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 such Master Servicer as the appropriate party to the lawsuit; and (4) so long as such Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided, however, if there are claims against such Master Servicer and such Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to 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 Servicer No. 1the Master Servicer's actions in this Section 3.31 3.34(a)(iv) below, the applicable Master Servicer No. 1 shall retain the right to make determinations relating to claims against Servicer No. 1the applicable Master Servicer, including but not limited to the right to engage separate counsel if necessary. Further, nothing in this section shall require the applicable Master Servicer No. to take or fail to take any action which, in the applicable Master Servicer's good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or (2) subject the applicable Master Servicer to material liability or materially expand the scope of the Master Servicer's reasonable discretion, obligations under this Agreement. (iv) Notwithstanding the cost of which shall be subject to indemnification pursuant to Section 6.03. Notwithstanding Servicer No. 1applicable Master Servicer's right to make determinations relating to claims against Servicer No. 1the applicable Master Servicer, the Special Servicer shall (1) have the right at any time to (1) direct the applicable Master Servicer No. 1 to settle any claims brought against the Trust, including claims asserted against either the applicable 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 applicable Master Servicer No. 1 relating to claims against the applicable Master Servicer No. 1 (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of Servicer No. 1the Master Servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) and the applicable Master Servicer No. 1 is and shall be indemnified pursuant to Section 6.03 hereof for all costs and expenses of the applicable 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 Servicer No. 1 at, or in connection with, the direction of the Special Servicer shall be deemed (as to Servicer No. 1) to be in compliance with the Servicing Standard and (E) the Special Servicer provides Servicer No. 1 with assurance reasonably satisfactory to Servicer No. 1 as to the items in clauses (A), (B) and (C). In the event both the applicable Master Servicer No. 1 and the Special Servicer or Trust are named in litigation, the applicable Master Servicer No. 1 and the Special Servicer shall cooperate with each other to afford the applicable Master Servicer No. 1 and the Special Servicer the rights afforded to such party in this Section 3.313.34. (vi) This Section 3.34(a) shall not apply in the event the Special Servicer authorizes the applicable Master Servicer, and the applicable Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain litigation on behalf of the Trust. (b) Notwithstanding the foregoing, (i) 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 (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 or Mortgaged Property, neither the applicable Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (B) engage counsel to represent the Trustee, 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 Trustee to be registered to do business in any state, and (iii) 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, 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). [End of Article III]

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, consistent with the Servicing Standard, (1) direct, manage, prosecute and/or defend any action brought by a Borrower 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 Borrower Mortgagor or the TrustMortgagee, or the enforcement of the obligations of a Borrower, under the Mortgage Loan documents Documents ("Trust-Trust Related Litigation"). 1. Notwithstanding (ii) To the right extent 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 preceding paragraph, Master Servicer No.1 shall: (A) notify the Special Servicer of such Trust Related Litigation within ten (10) days of Master Servicer No.1 receiving service of such Trust Related Litigation; (B) provide monthly status reports to represent the Special Servicer, regarding such Trust Related Litigation; (C) seek to have the Trust replace Master Servicer No.1 as the appropriate party to the lawsuit; and (D) so long as 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 Trust-such Trust Related Litigation, and subject to the rights of the Special Servicer to direct Servicer No. 1's actions in this Section 3.31 below, Servicer No. 1 shall retain the right to make determinations relating to claims against Servicer No. 1, including but not limited to the selection of counsel, provided, however, if there are claims against Master Servicer No.1 and Master Servicer No.1 has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to Master Servicer No.1. (iii) Notwithstanding the rights of the Special Servicer 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 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 engage separate counsel approve or disapprove of any judgment, settlement, final order or decree that may impose liability on Master Servicer 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. Further, nothing in this section shall require Master Servicer No. No.1 to take or fail to take any action which, in Master Servicer No.1's good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or (2) subject Master Servicer No.1 to material liability or materially expand the scope of Master Servicer No.1's reasonable discretion, the cost of which shall be subject obligations under this Agreement. (iv) Subject to indemnification pursuant to Section 6.03. Notwithstanding Master Servicer No. 1No.1's right to make determinations relating to claims against Servicer No. 1rights set forth above and below in this subsection (b), the Special Servicer shall (1) have the right at any time to (1) direct Master Servicer No. 1 No.1 to settle any claims Trust Related Litigation brought against the Trust, including claims asserted against either Master Servicer No. 1 No.1 (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Trust Related Litigation) and (2) otherwise reasonably direct the actions of Master Servicer No. 1 No.1 relating to claims against Servicer No. 1 Trust Related Litigation (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Trust Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of Master Servicer No. 1No.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) and Master Servicer No. 1 No.1 is and shall be indemnified pursuant to Section 6.03 hereof for all costs and expenses Servicer No. 1 incurred by it in defending and settling the Trust-Trust Related Litigation and for any judgmentLitigation, (DC) any such action taken by Master Servicer No. 1 at, or in connection with, No.1 at the direction of the Special Servicer shall be deemed (as to Master Servicer No. 1No.1) to be in compliance with the Servicing Standard and (ED) the Special Servicer provides Master Servicer No. 1 No.1 with assurance reasonably satisfactory to Master Servicer No. 1 No.1 as to the items in clauses (A), (B) and (C). . (v) In the event both Master Servicer No. 1 No.1 and the Special Servicer or the Trust are named in litigation, Master Servicer No. 1 No.1 and the Special Servicer shall cooperate with each other to afford Master Servicer No. 1 No.1 and the Special Servicer the rights afforded to such party in this Section 3.313.29. (vi) This Section 3.29(b) shall not apply in the event the Special Servicer authorizes Master Servicer No.1

Litigation Control. (a) The Special Servicer shall, consistent with the Servicing Standard, (1) direct, manage, prosecute and/or defend any action brought by a Borrower 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 Borrower Mortgagor or the TrustMortgagee, or the enforcement of the obligations of a Borrower, 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, 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. (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 Servicer No. 1the Master Servicer's actions in this Section 3.31 3.29(d) below, Servicer No. 1 the Master shall retain the right to make determinations relating to claims against Servicer No. 1the Master Servicer, including but not limited to the right to engage separate counsel if necessary. Further, nothing in this section shall require the Master Servicer No. 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 (2) subject the Master Servicer to material liability or materially expand the scope of the Master Servicer's reasonable discretion, obligations under this Agreement. (d) Notwithstanding the cost of which shall be subject to indemnification pursuant to Section 6.03. Notwithstanding Servicer No. 1Master Servicer's right to make determinations relating to claims against Servicer No. 1the Master Servicer, 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 either 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 (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of Servicer No. 1the 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 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. (De) any such action taken by Servicer No. 1 at, or in connection with, the direction of the Special Servicer shall be deemed (as to Servicer No. 1) to be in compliance with the Servicing Standard and (E) the Special Servicer provides Servicer No. 1 with assurance reasonably satisfactory to 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 3.313.29. (f) This Section 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 litigation on behalf of the Trust. (g) Notwithstanding the foregoing, (i) 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 (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 or otherwise relating to a Mortgage Loan or Mortgaged Property, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (B) engage counsel to represent the Trustee, 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 Trustee to be registered to do business in any state, and (iii) 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; 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. (ai) The Special Servicer shall, consistent with the Servicing Standard, (1) direct, manage, prosecute and/or defend any action brought by a Borrower 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 Borrower Mortgagor or the Trust, or the enforcement of the obligations of a Borrowerborrower, 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 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 set forth in this Section 3.33(a), Master Servicer No. 1 shall (1) notify the Special Servicer of such Trust Related Litigation within ten (10) days of Master Servicer No. 1 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 Master Servicer No. 1 as the appropriate party to the lawsuit; and (4) so long as Master Servicer No. 1 remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel, provided, however, if there are claims against Master Servicer No. 1 and Master Servicer No. 1 has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to Master Servicer No. 1. (iii) Notwithstanding the 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 Master Servicer No. 1's actions in this Section 3.31 3.33(a)(iv) below, Master Servicer No. 1 shall retain the right to make determinations relating to claims against Master Servicer No. 1, including but not limited to the right to engage separate counsel if necessary. Further, nothing in this section shall require Master Servicer No. 1 to take or fail to take any action which, in Master Servicer No. 1's good faith and reasonable discretionjudgment, may (1) result in an Adverse REMIC Event or (2) subject Master Servicer No. 1 to material liability or materially expand the cost scope of which shall be subject to indemnification pursuant to Section 6.03Master Servicer No. 1's obligations under this Agreement. (iv) Notwithstanding Master Servicer No. 1's right to make determinations relating to claims against Master Servicer No. 1, the Special Servicer shall (1) have the right at any time to (1) direct Master Servicer No. 1 to settle any claims brought against the Trust, including claims asserted against either 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 Master Servicer No. 1 relating to claims against Master Servicer No. 1 (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of Master Servicer No. 1, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) and Master Servicer No. 1 is and shall be indemnified pursuant to Section 6.03 hereof for all costs and expenses of 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 Servicer No. 1 at, or in connection with, the direction of the Special Servicer shall be deemed (as to Servicer No. 1) to be in compliance with the Servicing Standard and (E) the Special Servicer provides Servicer No. 1 with assurance reasonably satisfactory to Servicer No. 1 as to the items in clauses (A), (B) and (C). In the event both Master Servicer No. 1 and the Special Servicer or Trust are named in litigation, Master Servicer No. 1 and the Special Servicer shall cooperate with each other to afford Master Servicer No. 1 and the Special Servicer the rights afforded to such party in this Section 3.313.33. (vi) This Section 3.33(a) shall not apply in the event the Special Servicer authorizes Master Servicer No. 1