Common use of Certain Matters Affecting the Trustee, the Custodian and the Certificate Administrator Clause in Contracts

Certain Matters Affecting the Trustee, the Custodian and the Certificate Administrator. (a) Except as otherwise provided in Section 8.1: (i) each of the Trustee, the Custodian and the Certificate Administrator may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, Opinion of Counsel, auditor’s certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties and the Trustee, the Certificate Administrator or the Custodian, as applicable, shall not have any responsibility to ascertain or confirm the genuineness of any such party or parties; (ii) each of the Trustee, the Custodian and the Certificate Administrator may consult with any nationally recognized counsel, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (iii) (A) none of the Trustee, the Custodian or the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it by this Agreement or to or to make any investigation of matters arising hereunder or institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless (x) such Certificateholders shall have offered to the Trustee, the Custodian or the Certificate Administrator security or indemnity reasonably satisfactory to it against the costs, losses, expenses and liabilities, including reasonable legal fees, which may be incurred therein or thereby, (y) such action is not contrary to Applicable Law and (z) is in the best interests of the Certificateholders; provided, however, that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be (which has not been cured or waived) of which a Responsible Officer of the Trustee has actual knowledge, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; and (B) the right of the Trustee, the Custodian and the Certificate Administrator to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and such party shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) none of the Trustee, the Custodian, the Certificate Administrator or any of their respective Controlling Persons shall be liable for any action reasonably taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (v) prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event hereunder of which a Responsible Officer of the Trustee, the Certificate Administrator and the Custodian has actual knowledge and after the curing or waiver of such Servicer Termination Event or Special Servicer Termination Event that may have occurred, the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein (except as specifically required by this Agreement) or to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by Holders of Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the outstanding Certificates; provided, however, that if the payment within a reasonable time to such party of the costs, expenses or liabilities likely to be incurred by any such party in the making of such investigation is, in the opinion of such party, not reasonably assured to such party by the security afforded to it by the terms of this Agreement, such party may require indemnity satisfactory to it against such costs, expenses or liabilities as a condition to taking any such action. The reasonable expense of every such investigation shall be paid by the Trust pursuant to Section 3.4(c) in the event that such investigation relates to a Servicer Termination Event or Special Servicer Termination Event, if such an event shall have occurred and is continuing, and otherwise by the Certificateholders requesting the investigation; (vi) each of the Trustee, the Custodian and the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys selected by it with due care; (vii) neither the Trustee nor the Certificate Administrator shall be required to post any kind of bond or surety in connection with the execution and performance of its duties hereunder, and in no event shall the Trustee or the Certificate Administrator be liable for punitive, special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator, as applicable, has been advised of the likelihood of such loss or damage; (viii) in no event shall the Trustee or Certificate Administrator be liable for any failure or delay in the performance of their obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of their own negligence, bad faith or willful misconduct; (ix) nothing herein shall require the Trustee, the Custodian or the Certificate Administrator to act in any manner that is contrary to applicable law; and (x) nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights and protections relative to the Trust. (b) Following the Closing Date, neither the Trustee nor the Certificate Administrator shall accept any contribution of assets to the Trust Fund not specifically contemplated by this Agreement. (c) All rights or actions under this Agreement or under any of the Certificates, enforceable by the Trustee, the Custodian or the Certificate Administrator may be enforced by such party without the possession of any of the Certificates, or the production thereof at the trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee, the Custodian or the Certificate Administrator, as applicable, shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement. (d) In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Laws”), the Trustee, the Custodian and the Certificate Administrator are required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Trustee, the Custodian or the Certificate Administrator, as applicable. Accordingly, each of the parties agrees to provide to the Trustee, the Custodian and the Certificate Administrator, upon its request from time to time such identifying information (including, without limitation, such party’s name, physical address, tax identification number, organizational documents, certificate of good standing (or an equivalent), and license to do business) and such other documentation as may be available for such party in order to enable the Trustee, the Custodian and the Certificate Administrator to comply with Applicable Laws. (e) The rights, privileges, protections, exculpations, immunities, benefits and indemnities afforded to the Trustee and the Certificate Administrator hereunder (including but not limited to its right to be indemnified) are extended to, and shall be enforceable by, the Trustee or the Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including, without limitation, as Custodian, Certificate Registrar and Authenticating Agent) as if they were each expressly set forth herein for the benefit of the Trustee or the Certificate Administrator, as applicable, in each such capacity mutatis mutandis. For the avoidance of doubt, the Trustee and the Certificate Administrator shall be entitled to all of the rights, protections, immunities and indemnities afforded to it hereunder.

Certain Matters Affecting the Trustee, the Custodian and the Certificate Administrator. (a) Except as otherwise provided in Section 8.17.1: (i) each of the Trustee, the Custodian and the Certificate Administrator each may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, Opinion certificate of Counsel, auditor’s certificate auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approvalappraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties and the Trustee, the Certificate Administrator or the Custodian, as applicable, shall not have any responsibility to ascertain or confirm the genuineness of any such party or parties; (ii) each of the Trustee, the Custodian and the Certificate Administrator each may consult with any nationally recognized counsel, counsel and the advice of such counsel or and any Opinion opinion of Counsel counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion advice or opinion of Counselcounsel; (iii) (A) none of the Trustee, the Custodian or and the Certificate Administrator shall not be under any obligation to exercise any of the trusts or powers vested remedies after default as specified in it by this Agreement or to or to make any investigation of matters arising hereunder or institute, conduct or defend any litigation hereunder or in relation relating hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless (x) such Certificateholders shall have offered to the Trustee, the Custodian or the Certificate Administrator security or indemnity reasonably satisfactory to it against the costs, losses, expenses and liabilities, including reasonable legal fees, which may be incurred therein or thereby, (y) such action is not contrary to Applicable Law and (z) is in the best interests of the Certificateholders; provided, however, that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be (which has not been cured or waived) of which a Responsible Officer of the Trustee has actual knowledge, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; and (B) the right of the Trustee, the Custodian and the Certificate Administrator to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and such party shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) none of the Trustee, the Custodian, the Certificate Administrator or any of their respective Controlling Persons shall be liable for any action reasonably taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (v) prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event hereunder of which a Responsible Officer of the Trustee, the Certificate Administrator and the Custodian has actual knowledge and after the curing or waiver of such Servicer Termination Event or Special Servicer Termination Event that may have occurred, the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein (except as specifically required by this Agreement) or to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or documentdocument (provided the same appears regular on its face), unless requested in writing so to do so by Holders of Certificates evidencing, in the aggregate, not less than evidencing at least 25% of the Voting Rights of all the outstanding Certificates; providedprovided that, however, that if the payment within a reasonable time to such party the Trustee, the Custodian or the Certificate Administrator, as applicable, of the costs, expenses or liabilities likely to be incurred by any such party it in connection with the making of such investigation foregoing is, in the opinion of such party, Person not reasonably assured to such party Person by the security afforded to it by the terms of this Agreement, such party Person may require reasonable indemnity satisfactory to it against such costs, expense or liability or payment of such estimated expenses or liabilities as a condition to taking any such actionproceeding. The reasonable expense expenses of every such investigation the Trustee, the Custodian or the Certificate Administrator, as applicable, shall be paid by the Trust pursuant to Section 3.4(c) in the event that such investigation relates to a Servicer Termination Event or Special Servicer Termination Event, if such an event shall have occurred and is continuing, and otherwise by the Certificateholders requesting the investigationsuch examination; (viiv) each of the Trustee, the Custodian and the Certificate Administrator each may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys, nominees, custodians which agents or attorneys selected shall have any or all of the rights, powers, duties and obligations of the Trustee, the Custodian and the Certificate Administrator conferred on them by such appointment; provided that (i) each of the Trustee, the Custodian and the Certificate Administrator, as the case may be, shall continue to be responsible for its duties and obligations hereunder as if it with due carehad not retained such agent or attorney and (ii) the Trustee, the Custodian or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person that is a Prohibited Party without the consent of the Depositor acting in its sole discretion; (v) none of the Trustee, the Custodian or the Certificate Administrator (in its capacity as such) shall be required to obtain a deficiency judgment against a Mortgagor; (vi) none of the Trustee, the Custodian or the Certificate Administrator shall be liable for any loss on any investment of funds pursuant to this Agreement; and (vii) neither unless otherwise specifically required by law, none of the Trustee nor Trustee, the Custodian or the Certificate Administrator shall be required to post any surety or bond of any kind of bond or surety in connection with the execution and or performance of its duties hereunder, and in no event shall the Trustee or the Certificate Administrator be liable for punitive, special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator, as applicable, has been advised of the likelihood of such loss or damage; (viii) in no event shall the Trustee or Certificate Administrator be liable for any failure or delay in the performance of their obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of their own negligence, bad faith or willful misconduct; (ix) nothing herein shall require the Trustee, the Custodian or the Certificate Administrator to act in any manner that is contrary to applicable law; and (x) nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights and protections relative to the Trust. (b) Following the Closing Date, neither the Trustee nor the Certificate Administrator shall not accept any contribution of assets to the Trust Fund not specifically contemplated by this AgreementAgreement unless the Trustee shall have received a Nondisqualification Opinion at the expense of the Person desiring to contribute such assets with respect to such contribution. (c) All rights or actions of action under this Agreement or under any of the Certificates, enforceable by the Trustee, the Custodian or the Certificate Administrator may be enforced by such party the Trustee without the possession of any of the Certificates, or the production thereof at the trial or other any proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee, the Custodian or the Certificate Administrator, as applicable, Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement. (d) In order to comply with the lawsThe Trustee shall timely pay, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Laws”)its own funds, the Trusteeamount of any and all federal, state and local taxes imposed on the Custodian and the Certificate Administrator are required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Trustee, the Custodian Trust or the Certificate Administrator, as applicable. Accordingly, each of the parties agrees to provide to the Trustee, the Custodian and the Certificate Administrator, upon its request from time to time such identifying information (assets or transactions including, without limitation, (A) “prohibited transaction” penalty taxes as defined in Section 860F of the Code, if, when and as the same shall be due and payable, (B) any tax on contributions to a REMIC after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on “net income from foreclosure property” as defined in Section 860G(c) of the Code, but only to the extent such party’s nametaxes arise out of a breach by the Trustee of its obligations hereunder, physical addresswhich breach constitutes negligence, tax identification number, organizational documents, certificate bad faith or willful misconduct of good standing (or an equivalent), and license to do business) and such other documentation as may be available for such party in order to enable the Trustee, the Custodian and the Certificate Administrator to comply with Applicable Laws. (e) The rights, privileges, protections, exculpations, immunities, benefits and indemnities afforded to the Trustee and the Certificate Administrator hereunder (including but not limited to shall timely pay, from its right to be indemnified) are extended to, and shall be enforceable byown funds, the Trustee amount of any and all federal, state and local taxes imposed on the Trust or the Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (its assets or transactions including, without limitation, (A) “prohibited transaction” penalty taxes as Custodian, Certificate Registrar and Authenticating Agent) as if they were each expressly set forth herein for the benefit defined in Section 860F of the Trustee Code, if, when and as the same shall be due and payable, (B) any tax on contributions to a REMIC after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on “net income from foreclosure property” as defined in Section 860G(c) of the Code, but only to the extent such taxes arise out of a breach by the Certificate Administrator of its obligations hereunder, which breach constitutes negligence, bad faith or willful misconduct of the Certificate Administrator, as applicable, in each such capacity mutatis mutandis. For the avoidance of doubt, the Trustee and the Certificate Administrator shall be entitled to all of the rights, protections, immunities and indemnities afforded to it hereunder.

Certain Matters Affecting the Trustee, the Custodian and the Certificate Administrator. (a) Except as otherwise provided in Section 8.17.1: (i) each of the Trustee, the Custodian and the Certificate Administrator each may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, Opinion certificate of Counsel, auditor’s certificate auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approvalappraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties and the Trustee, the Certificate Administrator or the Custodian, as applicable, shall not have any responsibility to ascertain or confirm the genuineness of any such party or parties; (ii) each of the Trustee, the Custodian and the Certificate Administrator each may consult with any nationally recognized counsel, counsel and the advice of such counsel or and any Opinion opinion of Counsel counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion advice or opinion of Counselcounsel; (iii) (A) none of the Trustee, the Custodian or and the Certificate Administrator shall not be under any obligation to exercise any of the trusts or powers vested remedies after default as specified in it by this Agreement or to or to make any investigation of matters arising hereunder or institute, conduct or defend any litigation hereunder or in relation relating hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless (x) such Certificateholders shall have offered to the Trustee, the Custodian or the Certificate Administrator security or indemnity reasonably satisfactory to it against the costs, losses, expenses and liabilities, including reasonable legal fees, which may be incurred therein or thereby, (y) such action is not contrary to Applicable Law and (z) is in the best interests of the Certificateholders; provided, however, that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be (which has not been cured or waived) of which a Responsible Officer of the Trustee has actual knowledge, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; and (B) the right of the Trustee, the Custodian and the Certificate Administrator to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and such party shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) none of the Trustee, the Custodian, the Certificate Administrator or any of their respective Controlling Persons shall be liable for any action reasonably taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (v) prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event hereunder of which a Responsible Officer of the Trustee, the Certificate Administrator and the Custodian has actual knowledge and after the curing or waiver of such Servicer Termination Event or Special Servicer Termination Event that may have occurred, the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein (except as specifically required by this Agreement) or to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or documentdocument (provided the same appears regular on its face), unless requested in writing so to do so by Holders of Certificates evidencing, in the aggregate, not less than evidencing at least 25% of the Voting Rights of all the outstanding Certificates; providedprovided that, however, that if the payment within a reasonable time to such party the Trustee, the Custodian or the Certificate Administrator, as applicable, of the costs, expenses or liabilities likely to be incurred by any such party it in connection with the making of such investigation foregoing is, in the opinion of such party, Person not reasonably assured to such party Person by the security afforded to it by the terms of this Agreement, such party Person may require reasonable indemnity satisfactory to it against such costs, expense or liability or payment of such estimated expenses or liabilities as a condition to taking any such actionproceeding. The reasonable expense expenses of every such investigation the Trustee, the Custodian or the Certificate Administrator, as applicable, shall be paid by the Trust pursuant to Section 3.4(c) in the event that such investigation relates to a Servicer Termination Event or Special Servicer Termination Event, if such an event shall have occurred and is continuing, and otherwise by the Certificateholders requesting the investigationsuch examination; (viiv) each of the Trustee, the Custodian and the Certificate Administrator each may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys, nominees, custodians which agents or attorneys selected shall have any or all of the rights, powers, duties and obligations of the Trustee, the Custodian and the Certificate Administrator conferred on them by such appointment; provided that (i) each of the Trustee, the Custodian and the Certificate Administrator, as the case may be, shall continue to be responsible for its duties and obligations hereunder as if it with due carehad not retained such agent or attorney and (ii) the Trustee, the Custodian or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person that is a Prohibited Party without the consent of the Depositor acting in its sole discretion; (v) none of the Trustee, the Custodian or the Certificate Administrator (in its capacity as such) shall be required to obtain a deficiency judgment against a Mortgagor; (vi) none of the Trustee, the Custodian or the Certificate Administrator shall be liable for any loss on any investment of funds pursuant to this Agreement; and (vii) neither unless otherwise specifically required by law, none of the Trustee nor Trustee, the Custodian or the Certificate Administrator shall be required to post any surety or bond of any kind of bond or surety in connection with the execution and or performance of its duties hereunder, and in no event shall the Trustee or the Certificate Administrator be liable for punitive, special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator, as applicable, has been advised of the likelihood of such loss or damage; (viii) in no event shall the Trustee or Certificate Administrator be liable for any failure or delay in the performance of their obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of their own negligence, bad faith or willful misconduct; (ix) nothing herein shall require the Trustee, the Custodian or the Certificate Administrator to act in any manner that is contrary to applicable law; and (x) nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights and protections relative to the Trust. (b) Following the Closing Date, neither the Trustee nor the Certificate Administrator shall not accept any contribution of assets to the Trust Fund not specifically contemplated by this AgreementAgreement unless the Trustee shall have received a Nondisqualification Opinion at the expense of the Person desiring to contribute such assets with respect to such contribution. (c) All rights or actions of action under this Agreement or under any of the Certificates, enforceable by the Trustee, the Custodian or the Certificate Administrator may be enforced by such party the Trustee without the possession of any of the Certificates, or the production thereof at the trial or other any proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee, the Custodian or the Certificate Administrator, as applicable, Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement. (d) In order to comply with the lawsThe Trustee shall timely pay, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Laws”)its own funds, the Trusteeamount of any and all federal, state and local taxes imposed on the Custodian and the Certificate Administrator are required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Trustee, the Custodian Trust or the Certificate Administrator, as applicable. Accordingly, each of the parties agrees to provide to the Trustee, the Custodian and the Certificate Administrator, upon its request from time to time such identifying information (assets or transactions including, without limitation, (A) “prohibited transaction” penalty taxes as defined in Section 860F of the Code, if, when and as the same shall be due and payable, (B) any tax on contributions to a REMIC after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on “net income from foreclosure property” as defined in Section 860G(c) of the Code, but only to the extent such party’s nametaxes arise solely out of a breach by the Trustee of its obligations hereunder, physical addresswhich breach constitutes negligence, tax identification number, organizational documents, certificate bad faith or willful misconduct of good standing (or an equivalent), and license to do business) and such other documentation as may be available for such party in order to enable the Trustee, the Custodian and the Certificate Administrator to comply with Applicable Laws. (e) The rights, privileges, protections, exculpations, immunities, benefits and indemnities afforded to the Trustee and the Certificate Administrator hereunder (including but not limited to shall timely pay, from its right to be indemnified) are extended to, and shall be enforceable byown funds, the Trustee amount of any and all federal, state and local taxes imposed on the Trust or the Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (its assets or transactions including, without limitation, (A) “prohibited transaction” penalty taxes as Custodian, Certificate Registrar and Authenticating Agent) as if they were each expressly set forth herein for the benefit defined in Section 860F of the Trustee Code, if, when and as the same shall be due and payable, (B) any tax on contributions to a REMIC after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on “net income from foreclosure property” as defined in Section 860G(c) of the Code, but only to the extent such taxes arise solely out of a breach by the Certificate Administrator of its obligations hereunder, which breach constitutes negligence, bad faith or willful misconduct of the Certificate Administrator, as applicable, in each such capacity mutatis mutandis. For the avoidance of doubt, the Trustee and the Certificate Administrator shall be entitled to all of the rights, protections, immunities and indemnities afforded to it hereunder.

Certain Matters Affecting the Trustee, the Custodian and the Certificate Administrator. (a) Except as otherwise provided in Section 8.17.1: (i) each of the Trustee, the Custodian and the Certificate Administrator each may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, Opinion certificate of Counsel, auditor’s certificate auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approvalappraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties and the Trustee, the Certificate Administrator or the Custodian, as applicable, shall not have any responsibility to ascertain or confirm the genuineness of any such party or parties; (ii) each of the Trustee, the Custodian and the Certificate Administrator each may consult with any nationally recognized counsel, counsel and the advice of such counsel or and any Opinion opinion of Counsel counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion advice or opinion of Counselcounsel; (iii) (A) none of the Trustee, the Custodian or and the Certificate Administrator shall not be under any obligation to exercise any of the trusts or powers vested remedies after default as specified in it by this Agreement or to or to make any investigation of matters arising hereunder or institute, conduct or defend any litigation hereunder or in relation relating hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless (x) such Certificateholders shall have offered to the Trustee, the Custodian or the Certificate Administrator security or indemnity reasonably satisfactory to it against the costs, losses, expenses and liabilities, including reasonable legal fees, which may be incurred therein or thereby, (y) such action is not contrary to Applicable Law and (z) is in the best interests of the Certificateholders; provided, however, that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be (which has not been cured or waived) of which a Responsible Officer of the Trustee has actual knowledge, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; and (B) the right of the Trustee, the Custodian and the Certificate Administrator to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and such party shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) none of the Trustee, the Custodian, the Certificate Administrator or any of their respective Controlling Persons shall be liable for any action reasonably taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (v) prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event hereunder of which a Responsible Officer of the Trustee, the Certificate Administrator and the Custodian has actual knowledge and after the curing or waiver of such Servicer Termination Event or Special Servicer Termination Event that may have occurred, the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein (except as specifically required by this Agreement) or to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or documentdocument (provided the same appears regular on its face), unless requested in writing so to do so by Holders of Certificates evidencing, in the aggregate, not less than evidencing at least 25% of the Voting Rights of all the outstanding Certificates; providedprovided that, however, that if the payment within a reasonable time to such party the Trustee, the Custodian or the Certificate Administrator, as applicable, of the costs, expenses or liabilities likely to be incurred by any such party it in connection with the making of such investigation foregoing is, in the opinion of such party, Person not reasonably assured to such party Person by the security afforded to it by the terms of this Agreement, such party Person may require reasonable indemnity satisfactory to it against such costs, expense or liability or payment of such estimated expenses or liabilities as a condition to taking any such actionproceeding. The reasonable expense expenses of every such investigation the Trustee, the Custodian or the Certificate Administrator, as applicable, shall be paid by the Trust pursuant to Section 3.4(c) in the event that such investigation relates to a Servicer Termination Event or Special Servicer Termination Event, if such an event shall have occurred and is continuing, and otherwise by the Certificateholders requesting the investigationsuch examination; (viiv) each of the Trustee, the Custodian and the Certificate Administrator each may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys, nominees, custodians which agents or attorneys selected shall have any or all of the rights, powers, duties and obligations of the Trustee, the Custodian and the Certificate Administrator conferred on them by such appointment; provided that (i) each of the Trustee, the Custodian and the Certificate Administrator, as the case may be, shall continue to be responsible for its duties and obligations hereunder as if it with due carehad not retained such agent or attorney and (ii) the Trustee, the Custodian or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person that is a Prohibited Party without the consent of the Depositor acting in its sole discretion; (v) none of the Trustee, the Custodian or the Certificate Administrator (in its capacity as such) shall be required to obtain a deficiency judgment against a Mortgagor; (vi) none of the Trustee, the Custodian or the Certificate Administrator shall be liable for any loss on any investment of funds for its benefit pursuant to this Agreement, except as expressly provided herein; and (vii) neither unless otherwise specifically required by law, none of the Trustee nor Trustee, the Custodian or the Certificate Administrator shall be required to post any surety or bond of any kind of bond or surety in connection with the execution and or performance of its duties hereunder, and in no event shall the Trustee or the Certificate Administrator be liable for punitive, special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator, as applicable, has been advised of the likelihood of such loss or damage; (viii) in no event shall the Trustee or Certificate Administrator be liable for any failure or delay in the performance of their obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of their own negligence, bad faith or willful misconduct; (ix) nothing herein shall require the Trustee, the Custodian or the Certificate Administrator to act in any manner that is contrary to applicable law; and (x) nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights and protections relative to the Trust. (b) Following the Closing Date, neither the Trustee nor the Certificate Administrator shall not accept any contribution of assets to the Trust Fund not specifically contemplated by this AgreementAgreement unless the Trustee shall have received a Nondisqualification Opinion at the expense of the Person desiring to contribute such assets with respect to such contribution. (c) All rights or actions of action under this Agreement or under any of the Certificates, enforceable by the Trustee, the Custodian or the Certificate Administrator may be enforced by such party the Trustee without the possession of any of the Certificates, or the production thereof at the trial or other any proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee, the Custodian or the Certificate Administrator, as applicable, Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement. (d) In order to comply with the lawsThe Trustee shall timely pay, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Laws”)its own funds, the Trusteeamount of any and all federal, state and local taxes imposed on the Custodian and the Certificate Administrator are required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Trustee, the Custodian Trust or the Certificate Administrator, as applicable. Accordingly, each of the parties agrees to provide to the Trustee, the Custodian and the Certificate Administrator, upon its request from time to time such identifying information (assets or transactions including, without limitation, (A) ”prohibited transaction” penalty taxes as defined in Section 860F of the Code, if, when and as the same shall be due and payable, (B) any tax on contributions to a REMIC after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on “net income from foreclosure property” as defined in Section 860G(c) of the Code, but only to the extent such party’s nametaxes arise solely out of a breach by the Trustee of its obligations hereunder, physical addresswhich breach constitutes negligence, tax identification number, organizational documents, certificate bad faith or willful misconduct of good standing (or an equivalent), and license to do business) and such other documentation as may be available for such party in order to enable the Trustee, the Custodian and the Certificate Administrator to comply with Applicable Laws. (e) The rights, privileges, protections, exculpations, immunities, benefits and indemnities afforded to the Trustee and the Certificate Administrator hereunder (including but not limited to shall timely pay, from its right to be indemnified) are extended to, and shall be enforceable byown funds, the Trustee amount of any and all federal, state and local taxes imposed on the Trust or the Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (its assets or transactions including, without limitation, (A) ”prohibited transaction” penalty taxes as Custodian, Certificate Registrar and Authenticating Agent) as if they were each expressly set forth herein for the benefit defined in Section 860F of the Trustee Code, if, when and as the same shall be due and payable, (B) any tax on contributions to a REMIC after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on “net income from foreclosure property” as defined in Section 860G(c) of the Code, but only to the extent such taxes arise solely out of a breach by the Certificate Administrator of its obligations hereunder, which breach constitutes negligence, bad faith or willful misconduct of the Certificate Administrator, as applicable, in each such capacity mutatis mutandis. For the avoidance of doubt, the Trustee and the Certificate Administrator shall be entitled to all of the rights, protections, immunities and indemnities afforded to it hereunder.

Certain Matters Affecting the Trustee, the Custodian and the Certificate Administrator. (a) Except as otherwise provided in Section 8.1: (i) each of the Trustee, the Custodian and the Certificate Administrator may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, Opinion of Counsel, auditor’s certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties and the Trustee, the Certificate Administrator or the Custodian, as applicable, shall not have any responsibility to ascertain or confirm the genuineness of any such party or parties; (ii) each of the Trustee, the Custodian and the Certificate Administrator may consult with any nationally recognized counsel, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (iii) (A) none of the Trustee, the Custodian or the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it by this Agreement or to or to make any investigation of matters arising hereunder or institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless (x) such Certificateholders shall have offered to the Trustee, the Custodian or the Certificate Administrator security or indemnity reasonably satisfactory to it against the costs, losses, expenses and liabilities, including reasonable legal fees, which may be incurred therein or thereby, (y) such action is not contrary to Applicable Law and (z) is in the best interests of the Certificateholders; provided, however, that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be (which has not been cured or waived) of which a Responsible Officer of the Trustee has actual knowledge), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; and (B) the right of the Trustee, the Custodian and the Certificate Administrator to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and such party shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) none of the Trustee, the Custodian, the Certificate Administrator or any of their respective Controlling Persons shall be liable for any action reasonably taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (v) prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event hereunder of which a Responsible Officer of the Trustee, the Certificate Administrator and the Custodian has actual knowledge and after the curing or waiver of such Servicer Termination Event or Special Servicer Termination Event that may have occurred, the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein (except as specifically required by this Agreement) or to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by Holders of Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the outstanding Certificates; provided, however, that if the payment within a reasonable time to such party of the costs, expenses or liabilities likely to be incurred by any such party in the making of such investigation is, in the opinion of such party, not reasonably assured to such party by the security afforded to it by the terms of this Agreement, such party may require indemnity satisfactory to it against such costs, expenses or liabilities as a condition to taking any such action. The reasonable expense of every such investigation shall be paid by the Trust pursuant to Section 3.4(c) in the event that such investigation relates to a Servicer Termination Event or Special Servicer Termination Event, if such an event shall have occurred and is continuing, and otherwise by the Certificateholders requesting the investigation; (vi) each of the Trustee, the Custodian and the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys selected by it with due care; (vii) neither the Trustee nor the Certificate Administrator shall be required to post any kind of bond or surety in connection with the execution and performance of its duties hereunder, and in no event shall the Trustee or the Certificate Administrator be liable for punitive, special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator, as applicable, has been advised of the likelihood of such loss or damage;; and (viii) in no event shall notwithstanding anything to the Trustee contrary herein, any and all communications (both text and attachments, excluding any notice to the Servicer or the Special Servicer under Section 7.1(b)) by or from the Trustee, the Certificate Administrator or the Custodian, as the case may be, in any of its capacities, that it in its sole discretion deems to contain confidential, proprietary, and/or sensitive information and sent by electronic mail will be liable for any failure encrypted. The recipient of the email communication shall be required to complete a one-time registration process. Information and assistance on registering and using the email encryption technology can be found at the Certificate Administrator’s Website or delay in by calling the performance of their obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of their own negligence, bad faith or willful misconductCertificate Administrator’s customer support desk at (000) 000-0000; (ix) the Certificate Administrator and its Affiliates are permitted to receive additional compensation that could be deemed to be in the Certificate Administrator’s economic self-interest for (i) serving as investment advisor, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain Permitted Investments, (ii) using affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be an amount that is reimbursable or payable by the Trust or any other party pursuant to this Agreement. (x) nothing herein shall require the Trustee, the Custodian or the Certificate Administrator to act in any manner that is contrary to applicable law; and (xxi) nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights and protections relative to the Trust. (b) Following the Closing Date, neither the Trustee nor the Certificate Administrator shall accept any contribution of assets to the Trust Fund not specifically contemplated by this Agreement. (c) All rights or actions under this Agreement or under any of the Certificates, enforceable by the Trustee, the Custodian or the Certificate Administrator may be enforced by such party without the possession of any of the Certificates, or the production thereof at the trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee, the Custodian or the Certificate Administrator, as applicable, shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement. (d) In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Laws”), the Trustee, the Custodian and the Certificate Administrator are required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Trustee, the Custodian or the Certificate Administrator, as applicable. Accordingly, each of the parties agrees to provide to the Trustee, the Custodian and the Certificate Administrator, upon its request from time to time such identifying information (including, without limitation, such party’s name, physical address, tax identification number, organizational documents, certificate of good standing (or an equivalent), and license to do business) and such other documentation as may be available for such party in order to enable the Trustee, the Custodian and the Certificate Administrator to comply with Applicable Laws. (e) The rights, privileges, protections, exculpations, immunities, benefits and indemnities afforded to the Trustee and the Certificate Administrator hereunder (including but not limited to its right to be indemnified) are extended to, and shall be enforceable by, the Trustee or the Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including, without limitation, as Custodian, Certificate Registrar and Authenticating Agent) as if they were each expressly set forth herein for the benefit of the Trustee or the Certificate Administrator, as applicable, in each such capacity mutatis mutandis. For the avoidance of doubt, the Trustee and the Certificate Administrator shall be entitled to all of the rights, protections, immunities and indemnities afforded to it hereunder. (f) To the extent of any ambiguity in the interpretation of any definition, provision or term contained in this Agreement or to the extent that more than one methodology can be used to make any of the determinations or calculations set forth herein, the Trustee and Certificate Administrator, as the case may be, may request written direction from the Depositor (and the Depositor may, but is not obligated to, provide such written direction) as to the interpretation and/or methodology to be used, and the Trustee and Certificate Administrator, as applicable, shall be entitled to conclusively rely on any such direction provided by the Depositor without responsibility or liability therefore.

Certain Matters Affecting the Trustee, the Custodian and the Certificate Administrator. (a) Except as otherwise provided in Section 8.17.1: (i) each of the Trustee, the Custodian and the Certificate Administrator each may request request, and may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, Opinion certificate of Counsel, auditor’s certificate auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approvalappraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties and the Trustee, the Certificate Administrator or the Custodian, as applicable, shall not have any responsibility to ascertain or confirm the genuineness of any such party or parties; (ii) each of the Trustee, the Custodian and the Certificate Administrator each may consult with any nationally recognized counsel, counsel and the advice of such counsel or and any Opinion opinion of Counsel counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion advice or opinion of Counselcounsel; (iii) (A) none of the Trustee, the Custodian or and the Certificate Administrator shall not be under any obligation to exercise any of the trusts or powers vested remedies after default as specified in it by this Agreement or to or to make any investigation of matters arising hereunder or institute, conduct or defend any litigation hereunder or in relation relating hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless (x) such Certificateholders shall have offered to the Trustee, the Custodian or the Certificate Administrator security or indemnity reasonably satisfactory to it against the costs, losses, expenses and liabilities, including reasonable legal fees, which may be incurred therein or thereby, (y) such action is not contrary to Applicable Law and (z) is in the best interests of the Certificateholders; provided, however, that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be (which has not been cured or waived) of which a Responsible Officer of the Trustee has actual knowledge, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; and (B) the right of the Trustee, the Custodian and the Certificate Administrator to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and such party shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) none of the Trustee, the Custodian, the Certificate Administrator or any of their respective Controlling Persons shall be liable for any action reasonably taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (v) prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event hereunder of which a Responsible Officer of the Trustee, the Certificate Administrator and the Custodian has actual knowledge and after the curing or waiver of such Servicer Termination Event or Special Servicer Termination Event that may have occurred, the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein (except as specifically required by this Agreement) or to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or documentdocument (provided the same appears regular on its face), unless requested in writing so to do so by Holders of Certificates evidencing, in the aggregate, not less than evidencing at least 25% of the Voting Rights of all the outstanding Certificates; providedprovided that, however, that if the payment within a reasonable time to such party the Trustee, the Custodian or the Certificate Administrator, as applicable, of the costs, expenses or liabilities likely to be incurred by any such party it in connection with the making of such investigation foregoing is, in the opinion of such party, Person not reasonably assured to such party Person by the security afforded to it by the terms of this Agreement, such party Person may require reasonable indemnity satisfactory to it against such costs, expense or liability or payment of such estimated expenses or liabilities as a condition to taking any such actionproceeding. The reasonable expense expenses of every such investigation the Trustee, the Custodian or the Certificate Administrator, as applicable, shall be paid by the Trust pursuant to Section 3.4(c) in the event that such investigation relates to a Servicer Termination Event or Special Servicer Termination Event, if such an event shall have occurred and is continuing, and otherwise by the Certificateholders requesting the investigationsuch examination; (viiv) each of the Trustee, the Custodian and the Certificate Administrator each may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys, nominees, custodians which agents or attorneys selected shall have any or all of the rights, powers, duties and obligations of the Trustee, the Custodian and the Certificate Administrator conferred on them by such appointment; provided that (i) each of the Trustee, the Custodian and the Certificate Administrator, as the case may be, shall continue to be responsible for its duties and obligations hereunder as if it with due carehad not retained such agent or attorney and (ii) the Trustee, the Custodian or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person that is a Prohibited Party without the consent of the Depositor acting in its sole discretion; (v) none of the Trustee, the Custodian or the Certificate Administrator (in its capacity as such) shall be required to obtain a deficiency judgment against a Mortgagor; (vi) none of the Trustee, the Custodian or the Certificate Administrator shall be liable for any loss on any investment of funds for its benefit pursuant to this Agreement, except as expressly provided herein; and (vii) neither unless otherwise specifically required by law, none of the Trustee nor Trustee, the Custodian or the Certificate Administrator shall be required to post any surety or bond of any kind of bond or surety in connection with the execution and or performance of its duties hereunder, and in no event shall the Trustee or the Certificate Administrator be liable for punitive, special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator, as applicable, has been advised of the likelihood of such loss or damage; (viii) in no event shall the Trustee or Certificate Administrator be liable for any failure or delay in the performance of their obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of their own negligence, bad faith or willful misconduct; (ix) nothing herein shall require the Trustee, the Custodian or the Certificate Administrator to act in any manner that is contrary to applicable law; and (x) nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights and protections relative to the Trust. (b) Following the Closing Date, neither the Trustee nor the Certificate Administrator shall not accept any contribution of assets to the Trust Fund not specifically contemplated by this AgreementAgreement unless the Trustee shall have received a Nondisqualification Opinion at the expense of the Person desiring to contribute such assets with respect to such contribution. (c) All rights or actions of action under this Agreement or under any of the Certificates, enforceable by the Trustee, the Custodian or the Certificate Administrator may be enforced by such party the Trustee without the possession of any of the Certificates, or the production thereof at the trial or other any proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee, the Custodian or the Certificate Administrator, as applicable, Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement. (d) In order to comply with the lawsThe Trustee shall timely pay, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Laws”)its own funds, the Trusteeamount of any and all federal, state and local taxes imposed on the Custodian and the Certificate Administrator are required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Trustee, the Custodian Trust or the Certificate Administrator, as applicable. Accordingly, each of the parties agrees to provide to the Trustee, the Custodian and the Certificate Administrator, upon its request from time to time such identifying information (assets or transactions including, without limitation, (A) “prohibited transaction” penalty taxes as defined in Section 860F of the Code, if, when and as the same shall be due and payable, (B) any tax on contributions to a REMIC after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on “net income from foreclosure property” as defined in Section 860G(c) of the Code, but only to the extent such party’s nametaxes arise solely out of a breach by the Trustee of its obligations hereunder, physical addresswhich breach constitutes negligence, tax identification number, organizational documents, certificate bad faith or willful misconduct of good standing (or an equivalent), and license to do business) and such other documentation as may be available for such party in order to enable the Trustee, the Custodian and the Certificate Administrator to comply with Applicable Laws. (e) The rights, privileges, protections, exculpations, immunities, benefits and indemnities afforded to the Trustee and the Certificate Administrator hereunder (including but not limited to shall timely pay, from its right to be indemnified) are extended to, and shall be enforceable byown funds, the Trustee amount of any and all federal, state and local taxes imposed on the Trust or the Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (its assets or transactions including, without limitation, (A) ”prohibited transaction” penalty taxes as Custodian, Certificate Registrar and Authenticating Agent) as if they were each expressly set forth herein for the benefit defined in Section 860F of the Trustee Code, if, when and as the same shall be due and payable, (B) any tax on contributions to a REMIC after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on “net income from foreclosure property” as defined in Section 860G(c) of the Code, but only to the extent such taxes arise solely out of a breach by the Certificate Administrator of its obligations hereunder, which breach constitutes negligence, bad faith or willful misconduct of the Certificate Administrator, as applicable, in each such capacity mutatis mutandis. For the avoidance of doubt, the Trustee and the Certificate Administrator shall be entitled to all of the rights, protections, immunities and indemnities afforded to it hereunder.

Certain Matters Affecting the Trustee, the Custodian and the Certificate Administrator. (a) Except as otherwise provided in Section 8.1: (i) each of the Trustee, the Custodian and the Certificate Administrator may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, Opinion of Counsel, auditor’s certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties and the Trustee, the Certificate Administrator or the Custodian, as applicable, shall not have any responsibility to ascertain or confirm the genuineness of any such party or parties; (ii) each of the Trustee, the Custodian and the Certificate Administrator may consult with any nationally recognized counsel, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (iii) (A) none of the Trustee, the Custodian or the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it by this Agreement or to or to make any investigation of matters arising hereunder or institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless (x) such Certificateholders shall have offered to the Trustee, the Custodian or the Certificate Administrator security or indemnity reasonably satisfactory to it against the costs, losses, expenses and liabilities, including reasonable legal fees, which may be incurred therein or thereby, (y) such action is not contrary to Applicable Law and (z) is in the best interests of the Certificateholders; provided, however, that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be (which has not been cured or waived) of which a Responsible Officer of the Trustee has actual knowledge), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; and (B) the right of the Trustee, the Custodian and the Certificate Administrator to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and such party shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (iv) none of the Trustee, the Custodian, the Certificate Administrator or any of their respective Controlling Persons shall be liable for any action reasonably taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (v) prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event hereunder of which a Responsible Officer of the Trustee, the Certificate Administrator and the Custodian has actual knowledge and after the curing or waiver of such Servicer Termination Event or Special Servicer Termination Event that may have occurred, the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein (except as specifically required by this Agreement) or to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by Holders of Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the outstanding Certificates; provided, however, that if the payment within a reasonable time to such party of the costs, expenses or liabilities likely to be incurred by any such party in the making of such investigation is, in the opinion of such party, not reasonably assured to such party by the security afforded to it by the terms of this Agreement, such party may require indemnity satisfactory to it against such costs, expenses or liabilities as a condition to taking any such action. The reasonable expense of every such investigation shall be paid by the Trust pursuant to Section 3.4(c) in the event that such investigation relates to a Servicer Termination Event or Special Servicer Termination Event, if such an event shall have occurred and is continuing, and otherwise by the Certificateholders requesting the investigation; (vi) each of the Trustee, the Custodian and the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys selected by it with due care; (vii) neither the Trustee nor the Certificate Administrator shall be required to post any kind of bond or surety in connection with the execution and performance of its duties hereunder, and in no event shall the Trustee or the Certificate Administrator be liable for punitive, special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator, as applicable, has been advised of the likelihood of such loss or damage;; and (viii) in no event shall notwithstanding anything to the Trustee contrary herein, any and all communications (both text and attachments, excluding any notice to the Servicer or the Special Servicer under Section 7.1(b)) by or from the Trustee, the Certificate Administrator or the Custodian, as the case may be, in any of its capacities, that it in its sole discretion deems to contain confidential, proprietary, and/or sensitive information and sent by electronic mail will be liable for any failure encrypted. The recipient of the email communication shall be required to complete a one-time registration process. Information and assistance on registering and using the email encryption technology can be found at the Certificate Administrator’s Website or delay in by calling the performance of their obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of their own negligence, bad faith or willful misconductCertificate Administrator’s customer support desk at (000) 000-0000; (ix) the Certificate Administrator and its Affiliates are permitted to receive additional compensation that could be deemed to be in the Certificate Administrator’s economic self-interest for (i) serving as investment advisor, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain Permitted Investments, (ii) using affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be an amount that is reimbursable or payable by the Trust or any other party pursuant to this Agreement. (x) nothing herein shall require the Trustee, the Custodian or the Certificate Administrator to act in any manner that is contrary to applicable law; and (xxi) nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights and protections relative to the Trust. (b) Following the Closing Date, neither the Trustee nor the Certificate Administrator shall accept any contribution of assets to the Trust Fund not specifically contemplated by this Agreement. (c) All rights or actions under this Agreement or under any of the Certificates, enforceable by the Trustee, the Custodian or the Certificate Administrator may be enforced by such party without the possession of any of the Certificates, or the production thereof at the trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee, the Custodian or the Certificate Administrator, as applicable, shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement. (d) In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Laws”), the Trustee, the Custodian and the Certificate Administrator are required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Trustee, the Custodian or the Certificate Administrator, as applicable. Accordingly, each of the parties agrees to provide to the Trustee, the Custodian and the Certificate Administrator, upon its request from time to time such identifying information (including, without limitation, such party’s name, physical address, tax identification number, organizational documents, certificate of good standing (or an equivalent), and license to do business) and such other documentation as may be available for such party in order to enable the Trustee, the Custodian and the Certificate Administrator to comply with Applicable Laws. (e) The rights, privileges, protections, exculpations, immunities, benefits and indemnities afforded to the Trustee and the Certificate Administrator hereunder (including but not limited to its right to be indemnified) are extended to, and shall be enforceable by, the Trustee or the Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including, without limitation, as Custodian, Certificate Registrar and Authenticating Agent) as if they were each expressly set forth herein for the benefit of the Trustee or the Certificate Administrator, as applicable, in each such capacity mutatis mutandis. For the avoidance of doubt, the Trustee and the Certificate Administrator shall be entitled to all of the rights, protections, immunities and indemnities afforded to it hereunder.