Common use of Securitization Clause in Contracts

Securitization. The Note A-1 Holder shall have the right to designate the Note A-1 Master Servicer and Note A-1 Special Servicer as long as each such party satisfies the conditions for such Servicer set forth in the Note A-4 PSA. Prior to the Note A-1 Securitization Date, the Note A-1 Holder shall also have the right to designate the Note A-4 Special Servicer for the Mortgage Loan. Without limiting the generality of any provision set forth above, for purposes of the Mortgage Loan, the Note A-1 PSA shall contain (a) provisions requiring the Note A-1 Master Servicer and the Note A-1 Special Servicer to maintain, or subjecting them to possible termination for not maintaining, compliance with customary servicer rating criteria (but the rating agencies need not be the same) and (b) provisions substantially the same as, in all material respects, those set forth in Note A-4 PSA with respect to (i) periodic reporting and periodic delivery of service provider compliance documents under Regulation AB (and, in any event, the Note A-1 PSA shall require such reporting and delivery so long as any Securitization is required to file periodic reports under the Securities Exchange Act of 1934, as amended), (ii) servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing status, (iii) the authority of the servicers in the Note A-1 Securitization to grant or agree or consent to material modifications, waivers and amendments to the Mortgage Loan, or to approve material assignments and assumptions or material additional indebtedness in connection with the Mortgage Loan, (iv) the potential termination of the master servicer and special servicer following a Servicer Termination Event, (v) requirements to obtain an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof, (vi) duties of the special servicer in respect of foreclosure and the management of REO property, (vii) special servicing, workout and liquidation fees (and, in any event, the fees at which such compensation accrue or are determined shall not exceed 0.25%, 1.00% and 1.00%, respectively), (viii) control, consultation and other rights of the directing certificateholder and senior trust advisor and any other material servicing and administrative provisions and (ix) indemnification of the Depositor under the Note A-4 PSA, the Note A-4 Master Servicer, the Note A-4 Special Servicer, the certificate administrator under the Note A-4 PSA, the Note A-4 Trustee and the trust advisor under the Note A-4 PSA (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Note A-4 PSA in respect of other mortgage loans), for the pro rata share allocable to Note A-1, against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration of the Mortgage Loan (or, with respect to the trust advisor under the Note A-4 PSA, incurred in connection with the provision of services for the Mortgage Loan) to the extent that the Note A-4 PSA indemnifies the Indemnified Parties against the Indemnified Items for the time period during which the Note A-4 PSA acts as the Lead Securitization Servicing Agreement; provided, that (A) this statement shall not be construed to prohibit differences in timing, control or consultation triggers or threshholds, terminology, allocation of ministerial duties between multiple servicers or other servicer providers or certificateholder or investor voting or consent threshholds, or to prohibit or restrict additional approval, consent, consultation, notice or rating agency confirmation requirements; and (B) if there is any conflict between this sentence and any other provision of this Agreement, such other provision of this Agreement shall control.

Securitization. The Note A-1 A-2 Holder shall have the right to designate the Note A-1 A-2 Master Servicer and Note A-1 A-2 Special Servicer as long as each such party satisfies the conditions for such Servicer set forth in the Lead Securitization Servicing Agreement prior to the Note A-4 PSAA-2 Securitization Date. Prior to the Note A-1 A-2 Securitization Date, subject to the terms of the Lead Securitization Servicing Agreement, the Note A-1 A-2 Holder shall also have the right to designate the Note A-4 Special Servicer for the Mortgage Loan. Without limiting the generality of any provision set forth above, for purposes of the Mortgage Loan, the Note A-1 A-2 PSA shall contain (a) provisions requiring the Note A-1 A-2 Master Servicer and the Note A-1 A-2 Special Servicer to maintain, or subjecting them to possible termination for not maintaining, compliance with customary servicer rating criteria (but the rating agencies need not be the same) and (b) provisions substantially the same as, in all material respects, those set forth in the Lead Securitization Servicing Agreement prior to the Note A-4 PSA A-1 Securitization Date with respect to (i) periodic reporting and periodic delivery of service provider compliance documents under Regulation AB (and, in any event, the Note A-1 A-2 PSA shall require such reporting and delivery so long as any Securitization is required to file periodic reports under the Securities Exchange Act of 1934, as amended), (ii) servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing status, (iii) the authority of the servicers in the Note A-1 A-2 Securitization to grant or agree or consent to material modifications, waivers and amendments to the Mortgage Loan, or to approve material assignments and assumptions or material additional indebtedness in connection with the Mortgage Loan, (iv) the potential termination of the master servicer and special servicer following a Servicer Termination Event, (v) requirements to obtain an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof, (vi) duties of the special servicer in respect of foreclosure and the management of REO property, (vii) special servicing, workout and liquidation fees (and, in any event, the fees at which such compensation accrue or are determined shall not exceed 0.25%, 1.00% and 1.00%, respectively), (viii) control, consultation and other rights of the directing certificateholder and senior trust operating advisor and any other material servicing and administrative provisions and (ix) indemnification of the Depositor under the Note A-4 PSADepositor, the Note A-4 Master Servicer, the Note A-4 Special Servicer, the certificate administrator Certificate Administrator, Trustee, Operating Advisor and Asset Representations Reviewer under the Note A-4 PSA, Lead Securitization Servicing Agreement prior to the Note A-4 Trustee and the trust advisor under the Note A-4 PSA A-2 Securitization Date (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Note A-4 PSA such Pooling and Servicing Agreement in respect of other mortgage loans), for the pro rata share allocable to Note A-1A-2, against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration of the Mortgage Loan (or, with respect to the trust operating advisor or the asset representations reviewer under the Lead Securitization Servicing Agreement prior to the Note A-4 PSAA-2 Securitization Date, incurred in connection with the provision of services for the Mortgage Loan) to the extent that the Lead Securitization Servicing Agreement prior to the Note A-4 PSA A-2 Securitization Date indemnifies the Indemnified Parties against the Indemnified Items for the time period during which the Note A-4 PSA such Pooling and Servicing Agreement acts as the Lead Securitization Servicing Agreement; provided, that (A) this statement shall not be construed to prohibit differences in timing, control or consultation triggers or threshholds, terminology, allocation of ministerial duties between multiple servicers or other servicer providers or certificateholder or investor voting or consent threshholds, or to prohibit or restrict additional approval, consent, consultation, notice or rating agency confirmation requirements; and (B) if there is any conflict between this sentence and any other provision of this Agreement, such other provision of this Agreement shall control.

Securitization. The Note A-1 PSA shall also satisfy Xxxxx’x rating methodology for eligible accounts and permitted investments for a “Aaa” rated securitization. The Note A-1 Holder shall have the right to designate the Note A-1 Master Servicer and Note A-1 Special Servicer as long as each such party satisfies the conditions for such Servicer set forth in the Note A-4 A-2 PSA. Prior to the Note A-1 Securitization Date, the Note A-1 Holder shall also have the right to designate the Note A-4 A-2 Special Servicer for the Mortgage Loan. Without limiting the generality of any provision set forth above, for purposes of the Mortgage Loan, the Note A-1 PSA shall contain (a) provisions requiring the Note A-1 Master Servicer and the Note A-1 Special Servicer to maintain, or subjecting them to possible termination for not maintaining, compliance with customary servicer rating criteria (but the rating agencies need not be the same) and (b) provisions substantially the same as, similar in all material respects, respects to or materially consistent with those set forth in Note A-4 A-2 PSA with respect to (i) periodic reporting and periodic delivery of service provider compliance documents under Regulation AB (and, in any event, the Note A-1 PSA shall require such reporting and delivery so long as any the Note A-2 Securitization or A-3 Securitization is required to file periodic reports under the Securities Exchange Act of 1934, as amended), (ii) servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing status, (iii) the authority of the servicers in the Note A-1 A-2 Securitization to grant or agree or consent to material modifications, waivers and amendments to the Mortgage Loan, or to approve material assignments and assumptions or material additional indebtedness in connection with the Mortgage Loan, (iv) the potential termination of the master servicer and special servicer following a Servicer Termination Event, (v) requirements to obtain an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof, (vi) duties of the special servicer in respect of foreclosure and the management of REO property, (vii) special servicing, workout and liquidation fees (and, in any event, the fees at which such compensation accrue or are determined shall not exceed 0.25%, 1.00% and 1.00%, respectively), ) and (viii) control, consultation and other rights of the directing certificateholder and senior trust advisor and any other material servicing and administrative provisions and (ix) indemnification of the Depositor under the Note A-4 A-2 PSA, the Note A-4 A-2 Master Servicer, the Note A-4 A-2 Special Servicer, the certificate administrator under the Note A-4 A-2 PSA, the Note A-4 Trustee and the trust advisor Operating Advisor under the Note A-4 A-2 PSA and the Note A-2 Trustee (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Note A-4 A-2 PSA in respect of other mortgage loans), for the pro rata share allocable to Note A-1, against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration of the Mortgage Loan (or, with respect to the trust advisor Operating Advisor under the Note A-4 A-2 PSA, incurred in connection with the provision of services for the Mortgage Loan) to the same extent that the Note A-4 A-2 PSA indemnifies the Indemnified Parties against the Indemnified Items for the time period during which the Note A-4 A-2 PSA acts as the Lead Securitization Servicing Agreement; provided, however, that (A) this statement shall not be construed to prohibit differences in timing, control or consultation triggers or threshholdsthresholds, terminology, allocation of ministerial duties between multiple servicers or other servicer service providers or certificateholder or investor voting or consent threshholdsthresholds, or to prohibit or restrict additional approval, consent, consultation, notice or rating agency confirmation requirements; and (B) if there is in the event of any conflict between this sentence and any other provision of this Agreement, such other provision of this Agreement shall control.

Securitization. The Note A-1 A-2 Holder shall have the right to designate the Note A-1 A-2 Master Servicer and Note A-1 A-2 Special Servicer as long as each such party satisfies the conditions for such Servicer set forth in the Lead Securitization Servicing Agreement prior to the Note A-4 PSAA-2 Securitization Date. Prior to the Note A-1 A-2 Securitization Date, subject to the terms of the Lead Securitization Servicing Agreement, the Note A-1 A-2 Holder shall also have the right to designate the Note A-4 Special Servicer for the Mortgage Loan. Without limiting the generality of any provision set forth above, for purposes of the Mortgage Loan, the Note A-1 A-2 PSA shall contain (a) provisions requiring the Note A-1 A-2 Master Servicer and the Note A-1 A-2 Special Servicer to maintain, or subjecting them to possible termination for not maintaining, compliance with customary servicer rating criteria (but the rating agencies need not be the same) and (b) provisions substantially the same as, in all material respects, those set forth in the Lead Securitization Servicing Agreement prior to the Note A-4 PSA A-2 Securitization Date with respect to (i) periodic reporting and periodic delivery of service provider compliance documents under Regulation AB (and, in any event, the Note A-1 A-2 PSA shall require such reporting and delivery so long as any Securitization is required to file periodic reports under the Securities Exchange Act of 1934, as amended), (ii) servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing status, (iii) the authority of the servicers in the Note A-1 A-2 Securitization to grant or agree or consent to material modifications, waivers and amendments to the Mortgage Loan, or to approve material assignments and assumptions or material additional indebtedness in connection with the Mortgage Loan, (iv) the potential termination of the master servicer and special servicer following a Servicer Termination Event, (v) requirements to obtain an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof, (vi) duties of the special servicer in respect of foreclosure and the management of REO property, (vii) special servicing, workout and liquidation fees (and, in any event, the fees at which such compensation accrue or are determined shall not exceed 0.25%, 1.00% and 1.00%, respectively), (viii) control, consultation and other rights of the directing certificateholder and senior trust operating advisor and any other material servicing and administrative provisions and (ix) indemnification of the Depositor under the Note A-4 PSADepositor, the Note A-4 Master Servicer, the Note A-4 Special Servicer, the certificate administrator Certificate Administrator, Trustee, Operating Advisor and Asset Representations Reviewer under the Note A-4 PSA, Lead Securitization Servicing Agreement prior to the Note A-4 Trustee and the trust advisor under the Note A-4 PSA A-2 Securitization Date (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Note A-4 PSA such Pooling and Servicing Agreement in respect of other mortgage loans), for the pro rata share allocable to Note A-1A-2, against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration of the Mortgage Loan (or, with respect to the trust operating advisor or the asset representations reviewer under the Lead Securitization Servicing Agreement prior to the Note A-4 PSAA-2 Securitization Date, incurred in connection with the provision of services for the Mortgage Loan) to the extent that the Lead Securitization Servicing Agreement prior to the Note A-4 PSA A-2 Securitization Date indemnifies the Indemnified Parties against the Indemnified Items for the time period during which the Note A-4 PSA such Pooling and Servicing Agreement acts as the Lead Securitization Servicing Agreement; provided, that (A) this statement shall not be construed to prohibit differences in timing, control or consultation triggers or threshholds, terminology, allocation of ministerial duties between multiple servicers or other servicer providers or certificateholder or investor voting or consent threshholds, or to prohibit or restrict additional approval, consent, consultation, notice or rating agency confirmation requirements; and (B) if there is any conflict between this sentence and any other provision of this Agreement, such other provision of this Agreement shall control.

Securitization. The Note A-1 A-2 Holder shall have the right to designate the Note A-1 A-2 Master Servicer and Note A-1 A-2 Special Servicer as long as each such party satisfies the conditions for such Servicer set forth in the Lead Securitization Servicing Agreement in effect prior to the Note A-4 PSAA-2 Securitization Date. Prior to the Note A-1 A-2 Securitization Date, subject to the terms of the Lead Securitization Servicing Agreement, the Note A-1 A-2 Holder shall also have the right to designate the Note A-4 Special Servicer for the Mortgage Loan. Without limiting the generality of any provision set forth above, for purposes of the Mortgage Loan, the Note A-1 A-2 PSA shall contain (a) provisions requiring the Note A-1 A-2 Master Servicer and the Note A-1 A-2 Special Servicer to maintain, or subjecting them to possible termination for not maintaining, compliance with customary servicer rating criteria (but the rating agencies need not be the same) and (b) provisions substantially the same as, in all material respects, those set forth in the Lead Securitization Servicing Agreement in effect prior to the Note A-4 PSA A-2 Securitization Date with respect to (i) periodic reporting and periodic delivery of service provider compliance documents under Regulation AB (and, in any event, the Note A-1 A-2 PSA shall require such reporting and delivery so long as any Securitization is required to file periodic reports under the Securities Exchange Act of 1934, as amended), (ii) servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing status, (iii) the authority of the servicers in the Note A-1 A-2 Securitization to grant or agree or consent to material modifications, waivers and amendments to the Mortgage Loan, or to approve material assignments and assumptions or material additional indebtedness in connection with the Mortgage Loan, (iv) the potential termination of the master servicer and special servicer following a Servicer Termination Event, (v) requirements to obtain an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof, (vi) duties of the special servicer in respect of foreclosure and the management of REO property, (vii) special servicing, workout and liquidation fees (and, in any event, the fees at which such compensation accrue or are determined shall not exceed 0.25%, 1.00% and 1.00%, respectively), (viii) control, consultation and other rights of the directing certificateholder and senior trust operating advisor and any other material servicing and administrative provisions and (ix) indemnification of the Depositor under the Note A-4 PSADepositor, the Note A-4 Master Servicer, the Note A-4 Special Servicer, the certificate administrator Certificate Administrator, Trustee, Operating Advisor and Asset Representations Reviewer under the Note A-4 PSA, Lead Securitization Servicing Agreement prior to the Note A-4 Trustee and the trust advisor under the Note A-4 PSA A-2 Securitization Date (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Note A-4 PSA such Pooling and Servicing Agreement in respect of other mortgage loans), for the pro rata share allocable to Note A-1A-2, against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration of the Mortgage Loan (or, with respect to the trust operating advisor or the asset representations reviewer under the Lead Securitization Servicing Agreement prior to the Note A-4 PSAA-2 Securitization Date, incurred in connection with the provision of services for the Mortgage Loan) to the extent that the Lead Securitization Servicing Agreement prior to the Note A-4 PSA A-2 Securitization Date indemnifies the Indemnified Parties against the Indemnified Items for the time period during which the Note A-4 PSA such Pooling and Servicing Agreement acts as the Lead Securitization Servicing Agreement; provided, that (A) this statement shall not be construed to prohibit differences in timing, control or consultation triggers or threshholds, terminology, allocation of ministerial duties between multiple servicers or other servicer providers or certificateholder or investor voting or consent threshholds, or to prohibit or restrict additional approval, consent, consultation, notice or rating agency confirmation requirements; and (B) if there is any conflict between this sentence and any other provision of this Agreement, such other provision of this Agreement shall control.

Securitization. The Note A-1 PSA shall also satisfy Mxxxx’x requirements for eligible accounts and permitted investments for a “AAA”-rated securitization. The Note A-1 Holder shall have the right to designate the Note A-1 Master Servicer and Note A-1 Special Servicer as long as each such party satisfies the conditions for such Servicer set forth in the Note A-4 A-2 PSA. Prior to the Note A-1 Securitization Date, the Note A-1 Holder shall also have the right to designate the Note A-4 A-2 Special Servicer for the Mortgage Loan. Without limiting the generality of any provision set forth above, for purposes of the Mortgage Loan, the Note A-1 PSA shall contain (a) provisions requiring the Note A-1 Master Servicer and the Note A-1 Special Servicer to maintain, or subjecting them to possible termination for not maintaining, compliance with customary servicer rating criteria (but the rating agencies need not be the same) and (b) provisions substantially the same as, similar in all material respects, respects to or materially consistent with those set forth in Note A-4 A-2 PSA with respect to (i) periodic reporting and periodic delivery of service provider compliance documents under Regulation AB (and, in any event, the Note A-1 PSA shall require such reporting and delivery so long as any the Note A-2 Securitization, Note A-3 Securitization, Note A-4 Securitization or Note A-5 Securitization is required to file periodic reports under the Securities Exchange Act of 1934, as amended), (ii) servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing status, (iii) the authority of the servicers in the Note A-1 A-2 Securitization to grant or agree or consent to material modifications, waivers and amendments to the Mortgage Loan, or to approve material assignments and assumptions or material additional indebtedness in connection with the Mortgage Loan, (iv) the potential termination of the master servicer and special servicer following a Servicer Termination Event, (v) requirements to obtain an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof, (vi) duties of the special servicer in respect of foreclosure and the management of REO property, (vii) special servicing, workout and liquidation fees (and, in any event, the fees at which such compensation accrue or are determined shall not exceed 0.25%, 1.00% and 1.00%, respectively), ) and (viii) control, consultation and other rights of the directing certificateholder and senior trust advisor and any other material servicing and administrative provisions and (ix) indemnification of the Depositor under the Note A-4 A-2 PSA, the Note A-4 A-2 Master Servicer, the Note A-4 A-2 Special Servicer, the certificate administrator under the Note A-4 A-2 PSA, the Note A-4 Trustee and the trust advisor Operating Advisor under the Note A-4 A-2 PSA and the Note A-2 Trustee (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Note A-4 A-2 PSA in respect of other mortgage loans), for the pro rata share allocable to Note A-1, against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration of the Mortgage Loan (or, with respect to the trust advisor Operating Advisor under the Note A-4 A-2 PSA, incurred in connection with the provision of services for the Mortgage Loan) to the same extent that the Note A-4 A-2 PSA indemnifies the Indemnified Parties against the Indemnified Items for the time period during which the Note A-4 A-2 PSA acts as the Lead Securitization Servicing Agreement; provided, however, that (A) this statement shall not be construed to prohibit differences in timing, control or consultation triggers or threshholdsthresholds, terminology, allocation of ministerial duties between multiple servicers or other servicer service providers or certificateholder or investor voting or consent threshholdsthresholds, or to prohibit or restrict additional approval, consent, consultation, notice or rating agency confirmation requirements; and (B) if there is in the event of any conflict between this sentence and any other provision of this Agreement, such other provision of this Agreement shall control.

Securitization. The Note A-1 Holder shall have the right to designate the Note A-1 Master Servicer and Note A-1 Special Servicer as long as each such party satisfies the conditions for such Servicer set forth in the Note A-4 A-2 PSA. Prior to the Note A-1 Securitization Date, the Note A-1 Holder shall also have the right to designate the Note A-4 A-2 Special Servicer for the Mortgage Loan. Without limiting the generality of any provision set forth above, for purposes of the Mortgage Loan, the Note A-1 PSA shall contain (a) provisions requiring the Note A-1 Master Servicer and the Note A-1 Special Servicer to maintain, or subjecting them to possible termination for not maintaining, compliance with customary servicer rating criteria (but the rating agencies need not be the same) and (b) provisions substantially the same as, in all material respects, with those set forth in Note A-4 A-2 PSA with respect to (i) periodic reporting and periodic delivery of service provider compliance documents under Regulation AB (and, in any event, the Note A-1 PSA shall require such reporting and delivery so long as any the Note A-2 Securitization is required to file periodic reports under the Securities Exchange Act of 1934, as amended), (ii) servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing status, (iii) the authority of the servicers in the Note A-1 A-2 Securitization to grant or agree or consent to material modifications, waivers and amendments to the Mortgage Loan, or to approve material assignments and assumptions or material additional indebtedness in connection with the Mortgage Loan, (iv) the potential termination of the master servicer and special servicer following a Servicer Termination Event, (v) requirements to obtain an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof, (vi) duties of the special servicer in respect of foreclosure and the management of REO property, (vii) special servicing, workout and liquidation fees (and, in any event, the fees at which such compensation accrue or are determined shall not exceed 0.25%, 1.00% and 1.00%, respectively), (viii) control, consultation and other rights of the directing certificateholder and senior trust advisor and any other material servicing and administrative provisions and (ix) indemnification of the Depositor under the Note A-4 A-2 PSA, the Note A-4 A-2 Master Servicer, the Note A-4 A-2 Special Servicer, the certificate administrator under the Note A-4 A-2 PSA, the Note A-4 A-2 Trustee and the trust advisor under the Note A-4 A-2 PSA (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Note A-4 A-2 PSA in respect of other mortgage loans), for the pro rata share allocable to Note A-1, ) against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration of the Mortgage Loan (or, with respect to the trust advisor under the Note A-4 A-2 PSA, incurred in connection with the provision of services for the Mortgage Loan) to the same extent that the Note A-4 A-2 PSA indemnifies the Indemnified Parties against the Indemnified Items for the time period during which the Note A-4 PSA acts as the Lead Securitization Servicing AgreementItems; provided, that (A) this statement shall not be construed to prohibit differences in timing, control or consultation triggers or threshholds, terminology, allocation of ministerial duties between multiple servicers or other servicer providers or certificateholder or investor voting or consent threshholds, or to prohibit or restrict additional approval, consent, consultation, notice or rating agency confirmation requirements; and (B) if there is any conflict between this sentence and any other provision of this Agreement, such other provision of this Agreement shall control.

Securitization. The Note A-1 PSA shall also satisfy Xxxxx’x rating methodology for eligible accounts and permitted investments for a “Aaa”-rated securitization. The Note A-1 Holder shall have the right to designate the Note A-1 Master Servicer and Note A-1 Special Servicer as long as each such party satisfies the conditions for such Servicer set forth in the Note A-4 A-2 PSA. Prior to the Note A-1 Securitization Date, the Note A-1 Holder shall also have the right to designate the Note A-4 A-2 Special Servicer for the Mortgage Loan. Without limiting the generality of any provision set forth above, for purposes of the Mortgage Loan, the Note A-1 PSA shall contain (a) provisions requiring the Note A-1 Master Servicer and the Note A-1 Special Servicer to maintain, or subjecting them to possible termination for not maintaining, compliance with customary servicer rating criteria (but the rating agencies need not be the same) and (b) provisions substantially the same as, similar in all material respects, respects to or materially consistent with those set forth in Note A-4 A-2 PSA with respect to (i) periodic reporting and periodic delivery of service provider compliance documents under Regulation AB (and, in any event, the Note A-1 PSA shall require such reporting and delivery so long as any the Note A-2 Securitization, Note A-3 Securitization, Note A-4 Securitization or Note A-5 Securitization is required to file periodic reports under the Securities Exchange Act of 1934, as amended), (ii) servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing status, (iii) the authority of the servicers in the Note A-1 A-2 Securitization to grant or agree or consent to material modifications, waivers and amendments to the Mortgage Loan, or to approve material assignments and assumptions or material additional indebtedness in connection with the Mortgage Loan, (iv) the potential termination of the master servicer and special servicer following a Servicer Termination Event, (v) requirements to obtain an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof, (vi) duties of the special servicer in respect of foreclosure and the management of REO property, (vii) special servicing, workout and liquidation fees (and, in any event, the fees at which such compensation accrue or are determined shall not exceed 0.25%, 1.00% and 1.00%, respectively), ) and (viii) control, consultation and other rights of the directing certificateholder and senior trust advisor and any other material servicing and administrative provisions and (ix) indemnification of the Depositor under the Note A-4 A-2 PSA, the Note A-4 A-2 Master Servicer, the Note A-4 A-2 Special Servicer, the certificate administrator under the Note A-4 A-2 PSA, the Note A-4 Trustee and the trust advisor Operating Advisor under the Note A-4 A-2 PSA and the Note A-2 Trustee (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Note A-4 A-2 PSA in respect of other mortgage loans), for the pro rata share allocable to Note A-1, against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration of the Mortgage Loan (or, with respect to the trust advisor Operating Advisor under the Note A-4 A-2 PSA, incurred in connection with the provision of services for the Mortgage Loan) to the same extent that the Note A-4 A-2 PSA indemnifies the Indemnified Parties against the Indemnified Items for the time period during which the Note A-4 A-2 PSA acts as the Lead Securitization Servicing Agreement; provided, however, that (A) this statement shall not be construed to prohibit differences in timing, control or consultation triggers or threshholdsthresholds, terminology, allocation of ministerial duties between multiple servicers or other servicer service providers or certificateholder or investor voting or consent threshholdsthresholds, or to prohibit or restrict additional approval, consent, consultation, notice or rating agency confirmation requirements; and (B) if there is in the event of any conflict between this sentence and any other provision of this Agreement, such other provision of this Agreement shall control.

Securitization. The Note A-1 A-2 Holder shall have the right to designate the Note A-1 A-2 Master Servicer and Note A-1 A-2 Special Servicer as long as each such party satisfies the conditions for such Servicer set forth in the Note A-4 A-1 PSA. Prior to the Note A-1 Securitization Date, the Note A-1 Holder shall also have the right to designate the Note A-4 Special Servicer for the Mortgage Loan. Without limiting the generality of any provision set forth above, for purposes of the Mortgage Loan, the Note A-1 A-2 PSA shall contain (a) provisions requiring the Note A-1 A-2 Master Servicer and the Note A-1 A-2 Special Servicer to maintain, or subjecting them to possible termination for not maintaining, compliance with customary servicer rating criteria (but the rating agencies need not be the same) and (b) provisions substantially the same as, similar in all material respects, respects to or materially consistent with those set forth in Note A-4 A-1 PSA with respect to (i) periodic reporting and periodic delivery of service provider compliance documents under Regulation AB (and, in any event, the Note A-1 A-2 PSA shall require such reporting and delivery so long as any the Note A-1 Securitization is required to file periodic reports under the Securities Exchange Act of 1934, as amended), (ii) servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing status, (iii) the authority of the servicers in the Note A-1 A-2 Securitization to grant or agree or consent to material modifications, waivers and amendments to the Mortgage Loan, or to approve material assignments and assumptions or material additional indebtedness in connection with the Mortgage Loan, (iv) the potential termination of the master servicer and special servicer following a Servicer Termination Event, (v) requirements to obtain an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof, (vi) duties of the special servicer in respect of foreclosure and the management of REO property, (vii) special servicing, workout and liquidation fees (and, in any event, the fees at which such compensation accrue or are determined shall not exceed 0.25%, 1.00% and 1.00%, respectively), ) and (viii) control, consultation and other rights of the directing certificateholder and senior trust advisor and any other material servicing and administrative provisions and (ix) indemnification of the Depositor under the Note A-4 A-1 PSA, the Note A-4 A-1 Master Servicer, the Note A-4 A-1 Special Servicer, the certificate administrator under the Note A-4 A-1 PSA, the Note A-4 A-1 Trustee and the trust advisor under the Note A-4 A-1 PSA (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Note A-4 A-1 PSA in respect of other mortgage loans), for the pro rata share allocable to Note A-1, ) against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration of the Mortgage Loan (or, with respect to the trust advisor under the Note A-4 A-1 PSA, incurred in connection with the provision of services for the Mortgage Loan) to the same extent that the Note A-4 A-1 PSA indemnifies the Indemnified Parties against the Indemnified Items for the time period during which the Note A-4 PSA acts as the Lead Securitization Servicing AgreementItems; provided, provided that (A) this statement shall not be construed to prohibit differences in timing, control or consultation triggers or threshholds, terminology, allocation of ministerial duties between multiple servicers or other servicer service providers or certificateholder or investor voting or consent threshholds, or to prohibit or restrict additional approval, consent, consultation, notice or rating agency communication and confirmation requirements; and (B) if there is any conflict between this sentence and any other provision of this Agreement, such other provision of this Agreement shall control.

Securitization. The Note A-1 PSA shall also satisfy Xxxxx’x rating methodology for eligible accounts and permitted investments for an “Aaa”-rated securitization. The Note A-1 Holder shall have the right to designate the Note A-1 Master Servicer and Note A-1 Special Servicer for the Note A-1 Securitization as long as each such party satisfies the conditions for such Servicer set forth in the Note A-4 A-2 PSA. Prior to the Note A-1 Securitization Date, the Note A-1 Holder shall also have the right to designate the Note A-4 A-2 Special Servicer for the Mortgage Loan. Without limiting the generality of any provision set forth above, for purposes of the Mortgage Loan, the Note A-1 PSA shall contain (a) provisions requiring the Note A-1 Master Servicer and the Note A-1 Special Servicer to maintain, or subjecting them to possible termination for not maintaining, compliance with customary servicer rating criteria (but the rating agencies need not be the same) and (b) provisions substantially the same as, similar in all material respects, respects to or materially consistent with those set forth in Note A-4 A-2 PSA with respect to (i) periodic reporting and periodic delivery of service provider compliance documents under Regulation AB (and, in any event, the Note A-1 PSA shall require such reporting and delivery so long as any the Note A-2 Securitization is required to file periodic reports under the Securities Exchange Act of 1934, as amended), (ii) servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing status, (iii) the authority of the servicers in the Note A-1 Securitization to grant or agree or consent to material modifications, waivers and amendments to the Mortgage Loan, or to approve material assignments and assumptions or material additional indebtedness in connection with the Mortgage Loan, (iv) the potential termination of the master servicer and special servicer following a Servicer Termination Event, (v) requirements to obtain an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof, (vi) duties of the special servicer in respect of foreclosure and the management of REO property, (vii) special servicing, workout and liquidation fees (and, in any event, the fees at which such compensation accrue or are determined shall not exceed 0.250.75%, 1.001.50% and 1.001.50%, respectively), ) and (viii) control, consultation and other rights of the directing certificateholder and senior trust advisor and any other material servicing and administrative provisions and (ix) indemnification of the Depositor under the Note A-4 A-1 PSA, the Note A-4 A-1 Master Servicer, the Note A-4 A-1 Special Servicer, the certificate administrator under the Note A-4 A-1 PSA, the Note A-4 Trustee and the trust advisor under the Note A-4 A-1 PSA (if applicable) and the Note A-1 Trustee (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Note A-4 A-1 PSA in respect of other mortgage loans), for the pro rata share allocable to Note A-1, ) against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration of the Mortgage Loan (or, with respect to the trust advisor under the Note A-4 A-1 PSA, if applicable, incurred in connection with the provision of services for the Mortgage Loan) to the same extent that the Note A-4 A-2 PSA indemnifies the Indemnified Parties against the Indemnified Items for the time period during which the Note A-4 PSA acts as the Lead Securitization Servicing AgreementItems; provided, however, that (A) this statement shall not be construed to prohibit differences in timing, control or consultation triggers or threshholdsthresholds, terminology, allocation of ministerial duties between multiple servicers or other servicer service providers or certificateholder or investor voting or consent threshholdsthresholds, or to prohibit or restrict additional approval, consent, consultation, notice or rating agency confirmation requirements; and (B) if there is in the event of any conflict between this sentence and any other provision of this Agreement, such other provision of this Agreement shall control.

Securitization. The Note A-1 PSA shall also satisfy Xxxxx’x rating methodology for eligible accounts and permitted investments for a “Aaa”-rated securitization. The Note A-1 Holder shall have the right to designate the Note A-1 Master Servicer and Note A-1 Special Servicer as long as each such party satisfies the conditions for such Servicer set forth in the Note A-4 A-2 PSA. Prior to the Note A-1 Securitization Date, the Note A-1 Holder shall also have the right to designate the Note A-4 A-2 Special Servicer for the Mortgage Loan. Without limiting the generality of any provision set forth above, for purposes of the Mortgage Loan, the Note A-1 PSA shall contain (a) provisions requiring the Note A-1 Master Servicer and the Note A-1 Special Servicer to maintain, or subjecting them to possible termination for not maintaining, compliance with customary servicer rating criteria (but the rating agencies need not be the same) and (b) provisions substantially the same as, similar in all material respects, respects to or materially consistent with those set forth in Note A-4 A-2 PSA with respect to (i) periodic reporting and periodic delivery of service provider compliance documents under Regulation AB (and, in any event, the Note A-1 PSA shall require such reporting and delivery so long as any the Note A-2 Securitization is required to file periodic reports under the Securities Exchange Act of 1934, as amended), (ii) servicing transfer events that would result in the transfer of the Mortgage Loan to special servicing status, (iii) the authority of the servicers in the Note A-1 A-2 Securitization to grant or agree or consent to material modifications, waivers and amendments to the Mortgage Loan, or to approve material assignments and assumptions or material additional indebtedness in connection with the Mortgage Loan, (iv) the potential termination of the master servicer and special servicer following a Servicer Termination Event, (v) requirements to obtain an appraisal or appraisal update following a transfer of the Mortgage Loan to special servicing status and periodic updates thereof, (vi) duties of the special servicer in respect of foreclosure and the management of REO property, (vii) special servicing, workout and liquidation fees (and, in any event, the fees at which such compensation accrue or are determined shall not exceed 0.25%, 1.00% and 1.00%, respectively), ) and (viii) control, consultation and other rights of the directing certificateholder and senior trust advisor and any other material servicing and administrative provisions and (ix) indemnification of the Depositor under the Note A-4 A-2 PSA, the Note A-4 A-2 Master Servicer, the Note A-4 A-2 Special Servicer, the certificate administrator under the Note A-4 A-2 PSA, the Note A-4 Trustee and the trust advisor Operating Advisor under the Note A-4 A-2 PSA and the Note A-2 Trustee (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Note A-4 A-2 PSA in respect of other mortgage loans), for the pro rata share allocable to Note A-1, against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration of the Mortgage Loan (or, with respect to the trust advisor Operating Advisor under the Note A-4 A-2 PSA, incurred in connection with the provision of services for the Mortgage Loan) to the same extent that the Note A-4 A-2 PSA indemnifies the Indemnified Parties against the Indemnified Items for the time period during which the Note A-4 A-2 PSA acts as the Lead Securitization Servicing Agreement; provided, however, that (A) this statement shall not be construed to prohibit differences in timing, control or consultation triggers or threshholdsthresholds, terminology, allocation of ministerial duties between multiple servicers or other servicer service providers or certificateholder or investor voting or consent threshholdsthresholds, or to prohibit or restrict additional approval, consent, consultation, notice or rating agency confirmation requirements; and (B) if there is in the event of any conflict between this sentence and any other provision of this Agreement, such other provision of this Agreement shall control.