Common use of Duties of the Trustee and the Certificate Administrator Clause in Contracts

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver of any Servicer Termination Event or Special Servicer Termination Event, as the case may be, that may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None of the Depositor, the Servicer or the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Certificate Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or the Certificate Administrator, as applicable, may or may not act upon same. (c) Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, or its own willful misconduct or bad faith; provided, however: (i) no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, and each of the Trustee and the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or the Certificate Administrator and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) neither the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither the Trustee nor the Certificate Administrator shall be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (iv) neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except, with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicable.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as of which a Responsible Officer of the case may be, Trustee has actual knowledge and after the curing or waiver of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None Agreement and no permissive right of the Depositor, the Servicer or the Special Servicer Trustee shall be obligated to monitor or supervise construed as a duty. During the performance by the Trustee or the Certificate Administrator continuance of its duties hereunder. In case a Servicer Termination Event or of which a Special Servicer Termination Event, as Responsible Officer of the case may be, Trustee has occurred (which has not been cured or waived)actual knowledge, the Trustee, subject to the provisions of Sections 7.2 Section 7.02 and 7.4Section 7.04 of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such its exercise, as a prudent institution person would exercise or use under the circumstances in the conduct of such institutionperson’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreementduty. (b) Subject to Sections 8.2(a) and 8.3, each Each of the Trustee and the Certificate Administrator, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this AgreementAgreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting to the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website), shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity accuracy or enforceability content of any such aforementioned document furnished by any resolution, certificate, statement, opinion, report, document, order or other party hereto, and instrument provided to it hereunder if accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found not to conform on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument correctedshall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or Certificate Administrator (if the Certificate Administrator, as applicable, may Administrator requested the corrected instrument or may not act upon samedirection from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders and the Uncertificated VRR Interest Owner. (c) Subject Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.38.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or its own bad faith; and provided, howeverfurther, that: (i) Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates resolutions, certificates, statements, reports, opinions, documents, orders or opinions other instruments furnished to the Trustee and/or or the Certificate Administrator and conforming Administrator, as applicable, that conform on their face to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by without responsibility for investigating the proper authorities respecting any matters arising hereundercontents thereof; (ii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer of or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencingentitled to greater than 50% of the Percentage Interests (or such other percentage as is specified herein for such action) of each affected Class, in the aggregate, not less than 25% or of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this Agreement; (iv) neither Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement; (v) Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder; (vi) Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure by the Servicer to act or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence breach of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action Person unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failureact, failure to act or circumstance breach or receives written notice of such act, failure to act or breach from any other party to this Agreement, any Certificateholder or Certificate Owner, the Uncertificated VRR Interest Owner, a Risk Retention Consultation Party, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative; and (vii) Except in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud, in no event shall the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason for special, punitive, indirect or consequential loss or damage of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administratorkind whatsoever (including but not limited to lost profits), as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by even if the Trustee or the Certificate Administrator, as applicable, with respect to has been advised of the Mortgage Loan likelihood of such loss or damage and regardless of the form of action. None of the provisions contained in this Agreement shall require the Trustee or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this AgreementCertificate Administrator, neither the in its capacity as Trustee nor or the Certificate Administrator shall be required Administrator, as applicable, to take any action with respect toexpend or risk its own funds, or be deemed to have notice or knowledge otherwise incur financial liability in the performance of any Mortgage Loan Event of Defaultits duties hereunder, Servicer Termination Event or Special Servicer Termination Eventin the exercise of any of its rights or powers, unless a Responsible Officer if in the opinion of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) . None of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer (other than the obligations to make Advances under Sections 3.20 and 4.06 of this Agreement), the Special Servicer, the Certificate Administrator, the Operating Advisor or the Special Servicer Asset Representations Reviewer under this Agreement, except, with respect to the Trustee, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything None of the provisions contained hereinin this Agreement shall in any event require the Certificate Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Asset Representations Reviewer under this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in connection with its commercial capacity or at its discretion). (d) The Operating Advisor, the duties assumed by Master Servicer, the Authenticating Agent, and the Certificate Registrar hereunder, unless Special Servicer or the Trustee or may at any time request from the Certificate Administrator is acting in written confirmation of whether any such capacity hereunder; providedControl Termination Event, further, that in any such capacity Consultation Termination Event or Operating Advisor Consultation Trigger Event occurred during the Trustee previous calendar year and the Certificate Administrator shall have all deliver such confirmation, based on information in its possession, to the requesting party within ten (10) Business Days of such request. Further, the Certificate Administrator shall post a “special notice” on the Certificate Administrator’s Website within ten (10) days of its determination (or its receipt of notice) of the rightscommencement or cessation of any Control Termination Event, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicableConsultation Termination Event or Operating Advisor Consultation Trigger Event.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as of which a Responsible Officer of the case may be, Trustee has actual knowledge and after the curing or waiver of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None Agreement and no permissive right of the Depositor, the Servicer or the Special Servicer Trustee shall be obligated to monitor or supervise construed as a duty. During the performance by the Trustee or the Certificate Administrator continuance of its duties hereunder. In case a Servicer Termination Event or of which a Special Servicer Termination Event, as Responsible Officer of the case may be, Trustee has occurred (which has not been cured or waived)actual knowledge, the Trustee, subject to the provisions of Sections 7.2 Section 7.02 and 7.4Section 7.04 of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such its exercise, as a prudent institution person would exercise or use under the circumstances in the conduct of such institutionperson’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreementduty. (b) Subject to Sections 8.2(a) and 8.3, each Each of the Trustee and the Certificate Administrator, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this AgreementAgreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting to the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website), shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity accuracy or enforceability content of any such aforementioned document furnished by any resolution, certificate, statement, opinion, report, document, order or other party hereto, and instrument provided to it hereunder if accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found not to conform on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument correctedshall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or Certificate Administrator (if the Certificate Administrator, as applicable, may Administrator requested the corrected instrument or may not act upon samedirection from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders. (c) Subject Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.38.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or its own bad faith; and provided, howeverfurther, that: (i) Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates resolutions, certificates, statements, reports, opinions, documents, orders or opinions other instruments furnished to the Trustee and/or or the Certificate Administrator and conforming Administrator, as applicable, that conform on their face to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by without responsibility for investigating the proper authorities respecting any matters arising hereundercontents thereof; (ii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer of or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less entitled to greater than 2550% of the Percentage Interests (or such other percentage as is specified herein for such action) of each affected Class, or of the aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this Agreement; (iv) neither Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement; (v) Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder; (vi) Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure by the Servicer to act or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence breach of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action Person unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failureact, failure to act or circumstance breach or receives written notice of such act, failure to act or breach from any other party to this Agreement, any Certificateholder or Certificate Owner, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative; and (vii) Except in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud, in no event shall the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason for special, punitive, indirect or consequential loss or damage of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administratorkind whatsoever (including but not limited to lost profits), as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by even if the Trustee or the Certificate Administrator, as applicable, with respect to has been advised of the Mortgage Loan likelihood of such loss or damage and regardless of the form of action. None of the provisions contained in this Agreement shall require the Trustee or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this AgreementCertificate Administrator, neither the in its capacity as Trustee nor or the Certificate Administrator shall be required Administrator, as applicable, to take any action with respect toexpend or risk its own funds, or be deemed to have notice or knowledge otherwise incur financial liability in the performance of any Mortgage Loan Event of Defaultits duties hereunder, Servicer Termination Event or Special Servicer Termination Eventin the exercise of any of its rights or powers, unless a Responsible Officer if in the opinion of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) . None of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer (other than the obligations to make Advances under Sections 3.20 and 4.06 of this Agreement), the Special Servicer, the Certificate Administrator, the Operating Advisor or the Special Servicer Asset Representations Reviewer under this Agreement, except, with respect to the Trustee, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything None of the provisions contained hereinin this Agreement shall in any event require the Certificate Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Asset Representations Reviewer under this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in connection with its commercial capacity or at its discretion). (d) The Operating Advisor, the duties assumed by Master Servicer, the Authenticating Agent, and the Certificate Registrar hereunder, unless Special Servicer or the Trustee or may at any time request from the Certificate Administrator is acting in written confirmation of whether any such capacity hereunder; providedControl Termination Event, further, that in any such capacity Consultation Termination Event or Operating Advisor Consultation Trigger Event occurred during the Trustee previous calendar year and the Certificate Administrator shall have all deliver such confirmation, based on information in its possession, to the requesting party within ten (10) Business Days of such request. Further, the Certificate Administrator shall post a “special notice” on the Certificate Administrator’s Website within ten (10) days of its determination (or its receipt of notice) of the rightscommencement or cessation of any Control Termination Event, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicableConsultation Termination Event or Operating Advisor Consultation Trigger Event.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as of which a Responsible Officer of the case may be, Trustee has actual knowledge and after the curing or waiver of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None Agreement and no permissive right of the Depositor, the Servicer or the Special Servicer Trustee shall be obligated to monitor or supervise construed as a duty. During the performance by the Trustee or the Certificate Administrator continuance of its duties hereunder. In case a Servicer Termination Event or of which a Special Servicer Termination Event, as Responsible Officer of the case may be, Trustee has occurred (which has not been cured or waived)actual knowledge, the Trustee, subject to the provisions of Sections 7.2 Section 7.02 and 7.4Section 7.04 of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such its exercise, as a prudent institution person would exercise or use under the circumstances in the conduct of such institutionperson’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreementduty. (b) Subject to Sections 8.2(a) and 8.3, each Each of the Trustee and the Certificate Administrator, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity accuracy or enforceability content of any such aforementioned document furnished by any resolution, certificate, statement, opinion, report, document, order or other party hereto, and instrument provided to it hereunder if accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found not to conform on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument correctedshall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or Certificate Administrator (if the Certificate Administrator, as applicable, may Administrator requested the corrected instrument or may not act upon samedirection from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders. (c) Subject Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Securities Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.38.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or its own bad faith; and provided, howeverfurther, that: (i) Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates resolutions, certificates, statements, reports, opinions, documents, orders or opinions other instruments furnished to the Trustee and/or or the Certificate Administrator and conforming Administrator, as applicable, that conform on their face to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by without responsibility for investigating the proper authorities respecting any matters arising hereundercontents thereof; (ii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer of or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less entitled to greater than 2550% of the Percentage Interests (or such other percentage as is specified herein) of each affected Class, or of the aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this Agreement; (iv) neither Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement; (v) Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder; and (vi) Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure by the Servicer to act or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence breach of any of the events referred to in Section 7.1 or any other act or circumstance Person upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action act, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure. Each of the Trustee and the Certificate Administrator shall be deemed to have actual knowledge of the Master Servicer’s or the Special Servicer’s failure to provide scheduled reports, act or circumstance or certificates and statements when and as required to be delivered to the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders pursuant to this Agreement. None of the Certificates evidencing, provisions contained in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither this Agreement shall require the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, in its capacity as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan expend or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect torisk its own funds, or be deemed to have notice or knowledge otherwise incur financial liability in the performance of any Mortgage Loan Event of Defaultits duties hereunder, Servicer Termination Event or Special Servicer Termination Eventin the exercise of any of its rights or powers, unless a Responsible Officer if in the opinion of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee or (ii) the Certificate Administrator, as applicable, to perform, or or, with respect to the Trustee, be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer or the Special Servicer Operating Advisor under this Agreement, except, with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee its commercial capacity or at its discretion). (d) The Operating Advisor may at any time request from the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity written confirmation of whether a Control Termination Event occurred during the Trustee previous calendar year and the Certificate Administrator shall have all deliver such confirmation, based on information in its possession, to the Operating Advisor within 15 days of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicablesuch request.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as of which a Responsible Officer of the case may be, Trustee has actual knowledge and after the curing or waiver of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None Agreement and no permissive right of the Depositor, the Servicer or the Special Servicer Trustee shall be obligated to monitor or supervise construed as a duty. During the performance by the Trustee or the Certificate Administrator continuance of its duties hereunder. In case a Servicer Termination Event or of which a Special Servicer Termination Event, as Responsible Officer of the case may be, Trustee has occurred (which has not been cured or waived)actual knowledge, the Trustee, subject to the provisions of Sections 7.2 Section 7.02 and 7.4Section 7.04 of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such its exercise, as a prudent institution person would exercise or use under the circumstances in the conduct of such institutionperson’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreementduty. (b) Subject to Sections 8.2(a) and 8.3, each Each of the Trustee and the Certificate Administrator, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this AgreementAgreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting to the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website), shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity accuracy or enforceability content of any such aforementioned document furnished by any resolution, certificate, statement, opinion, report, document, order or other party hereto, and instrument provided to it hereunder if accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found not to conform on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument correctedshall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or Certificate Administrator (if the Certificate Administrator, as applicable, may Administrator requested the corrected instrument or may not act upon samedirection from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders. (c) Subject Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.38.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or its own bad faith; and provided, howeverfurther, that: (i) Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates resolutions, certificates, statements, reports, opinions, documents, orders or opinions other instruments furnished to the Trustee and/or or the Certificate Administrator and conforming Administrator, as applicable, that conform on their face to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by without responsibility for investigating the proper authorities respecting any matters arising hereundercontents thereof; (ii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer of or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencingentitled to greater than 50% of the Percentage Interests (or such other percentage as is specified herein for such action) of each affected Class, in the aggregate, not less than 25% or of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this Agreement; (iv) neither Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement; (v) Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder; (vi) Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure by the Servicer to act or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence breach of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action Person unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failureact, failure to act or circumstance breach or receives written notice of such act, failure to act or breach from any other party to this Agreement, any Certificateholder or Certificate Owner, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative; and (vii) Except in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud, in no event shall the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason for special, punitive, indirect or consequential loss or damage of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administratorkind whatsoever (including but not limited to lost profits), as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by even if the Trustee or the Certificate Administrator, as applicable, with respect to has been advised of the Mortgage Loan likelihood of such loss or damage and regardless of the form of action. None of the provisions contained in this Agreement shall require the Trustee or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this AgreementCertificate Administrator, neither the in its capacity as Trustee nor or the Certificate Administrator shall be required Administrator, as applicable, to take any action with respect toexpend or risk its own funds, or be deemed to have notice or knowledge otherwise incur financial liability in the performance of any Mortgage Loan Event of Defaultits duties hereunder, Servicer Termination Event or Special Servicer Termination Eventin the exercise of any of its rights or powers, unless a Responsible Officer if in the opinion of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) . None of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer (other than the obligations to make Advances under Sections 3.20 and 4.06 of this Agreement), the Special Servicer, the Certificate Administrator, the Operating Advisor or the Special Servicer Asset Representations Reviewer under this Agreement, except, with respect to the Trustee, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything None of the provisions contained hereinin this Agreement shall in any event require the Certificate Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Asset Representations Reviewer under this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in connection with its commercial capacity or at its discretion). (d) The Operating Advisor, the duties assumed by Master Servicer, the Authenticating Agent, and the Certificate Registrar hereunder, unless Special Servicer or the Trustee or may at any time request from the Certificate Administrator is acting in written confirmation of whether any such capacity hereunder; providedControl Termination Event, further, that in any such capacity Consultation Termination Event or Operating Advisor Consultation Trigger Event occurred during the Trustee previous calendar year and the Certificate Administrator shall have all deliver such confirmation, based on information in its possession, to the requesting party within ten (10) Business Days of such request. Further, the Certificate Administrator shall post a “special notice” on the Certificate Administrator’s Website within ten (10) days of its determination (or its receipt of notice) of the rightscommencement or cessation of any Control Termination Event, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicableConsultation Termination Event or Operating Advisor Consultation Trigger Event.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as of which a Responsible Officer of the case may be, Trustee has actual knowledge and after the curing or waiver of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None Agreement and no permissive right of the Depositor, the Servicer or the Special Servicer Trustee shall be obligated to monitor or supervise construed as a duty. During the performance by the Trustee or the Certificate Administrator continuance of its duties hereunder. In case a Servicer Termination Event or of which a Special Servicer Termination Event, as Responsible Officer of the case may be, Trustee has occurred (which has not been cured or waived)actual knowledge, the Trustee, subject to the provisions of Sections 7.2 Section 7.02 and 7.4Section 7.04 of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such its exercise, as a prudent institution person would exercise or use under the circumstances in the conduct of such institutionperson’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreementduty. (b) Subject to Sections 8.2(a) and 8.3, each Each of the Trustee and the Certificate Administrator, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this AgreementAgreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting to the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website), shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity accuracy or enforceability content of any such aforementioned document furnished by any resolution, certificate, statement, opinion, report, document, order or other party hereto, and instrument provided to it hereunder if accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found not to conform on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument correctedshall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or Certificate Administrator (if the Certificate Administrator, as applicable, may Administrator requested the corrected instrument or may not act upon samedirection from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders. (c) Subject Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.38.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or its own bad faith; and provided, howeverfurther, that: (i) Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates resolutions, certificates, statements, reports, opinions, documents, orders or opinions other instruments furnished to the Trustee and/or or the Certificate Administrator and conforming Administrator, as applicable, that conform on their face to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by without responsibility for investigating the proper authorities respecting any matters arising hereundercontents thereof; (ii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer of or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less entitled to greater than 25% of the Percentage Interests (or such other percentage as is specified herein for such action) of each affected Class, or of the aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this Agreement; (iv) neither Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement; (v) Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder; (vi) Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure by the Servicer to act or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence breach of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action Person unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failureact, failure to act or circumstance breach or receives written notice of such act, failure to act or breach from any other party to this Agreement, any Certificateholder or Certificate Owner, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative; and (vii) Except in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud, in no event shall the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason for special, punitive, indirect or consequential loss or damage of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administratorkind whatsoever (including but not limited to lost profits), as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, unless a Responsible Officer of even if the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In been advised of the absence of receipt likelihood of such notice loss or damage and such actual knowledge otherwise obtained, regardless of the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event form of Default, Servicer Termination Event or Special Servicer Termination Event. (d) action. None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator Administrator, in its capacity as Trustee or the Certificate Administrator, as applicable, to (i) expend or risk its own funds funds, or otherwise incur personal financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers hereunder powers, if there are the Trustee or the Certificate Administrator, as applicable, has reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) . None of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer (other than the obligations to make Advances under Sections 3.20 and 4.06 of this Agreement), the Special Servicer, the Certificate Administrator, the Operating Advisor or the Special Servicer Asset Representations Reviewer under this Agreement, except, with respect to the Trustee, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer, the Special Servicer or the Special Servicer Certificate Administrator in accordance with the terms of this Agreement. Notwithstanding anything None of the provisions contained hereinin this Agreement shall in any event require the Certificate Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Asset Representations Reviewer under this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in connection with its commercial capacity or at its discretion). (d) The Operating Advisor, the duties assumed by Master Servicer, the Authenticating Agent, and the Certificate Registrar hereunder, unless Special Servicer or the Trustee or may at any time request from the Certificate Administrator is acting in written confirmation of whether any such capacity hereunder; provided, further, that in any such capacity Control Termination Event or Consultation Termination Event occurred during the Trustee previous calendar year and the Certificate Administrator shall have all deliver such confirmation, based on information in its possession, to the requesting party within ten (10) Business Days of such request. Further, the Certificate Administrator shall post a “special notice” on the Certificate Administrator’s Website within ten (10) days of its determination (or its receipt of notice) of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicablecommencement or cessation of any Control Termination Event or Consultation Termination Event.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as of which a Responsible Officer of the case may be, Trustee has actual knowledge and after the curing or waiver of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None Agreement and no permissive right of the Depositor, the Servicer or the Special Servicer Trustee shall be obligated to monitor or supervise construed as a duty. During the performance by the Trustee or the Certificate Administrator continuance of its duties hereunder. In case a Servicer Termination Event or of which a Special Servicer Termination Event, as Responsible Officer of the case may be, Trustee has occurred (which has not been cured or waived)actual knowledge, the Trustee, subject to the provisions of Sections 7.2 Section 7.02 and 7.4Section 7.04 of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such its exercise, as a prudent institution person would exercise or use under the circumstances in the conduct of such institutionperson’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreementduty. (b) Subject to Sections 8.2(a) and 8.3, each Each of the Trustee and the Certificate Administrator, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity accuracy or enforceability content of any such aforementioned document furnished by any resolution, certificate, statement, opinion, report, document, order or other party hereto, and instrument provided to it hereunder if accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found not to conform on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument correctedshall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or Certificate Administrator (if the Certificate Administrator, as applicable, may Administrator requested the corrected instrument or may not act upon samedirection from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders. (c) Subject Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Securities Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.38.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or its own bad faith; and provided, howeverfurther, that: (i) Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates resolutions, certificates, statements, reports, opinions, documents, orders or opinions other instruments furnished to the Trustee and/or or the Certificate Administrator and conforming Administrator, as applicable, that conform on their face to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by without responsibility for investigating the proper authorities respecting any matters arising hereundercontents thereof; (ii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer of or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less entitled to greater than 2550% of the Percentage Interests (or such other percentage as is specified herein) of each affected Class, or of the aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this Agreement; (iv) neither Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement; (v) Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in related with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained in Section 2.07 or Section 2.08 herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder; and (vi) Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure by the Servicer to act or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence breach of any of the events referred to in Section 7.1 or any other act or circumstance Person upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action act, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure. Each of the Trustee and the Certificate Administrator shall be deemed to have actual knowledge of the Master Servicer’s or the Special Servicer’s failure to provide scheduled reports, act or circumstance or certificates and statements when and as required to be delivered to the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders pursuant to this Agreement. None of the Certificates evidencing, provisions contained in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither this Agreement shall require the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, in its capacity as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan expend or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect torisk its own funds, or be deemed to have notice or knowledge otherwise incur financial liability in the performance of any Mortgage Loan Event of Defaultits duties hereunder, Servicer Termination Event or Special Servicer Termination Eventin the exercise of any of its rights or powers, unless a Responsible Officer if in the opinion of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee or (ii) the Certificate Administrator, as applicable, to perform, or or, with respect to the Trustee, be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer or the Special Servicer Operating Advisor under this Agreement, except, with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in connection with its commercial capacity or at its discretion). (d) The Operating Advisor, the duties assumed by Master Servicer, the Authenticating Agent, and the Certificate Registrar hereunder, unless Special Servicer or the Trustee or may at any time request from the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity written confirmation of whether a Consultation Termination Event or a Control Termination Event occurred during the Trustee previous calendar year and the Certificate Administrator shall have all deliver such confirmation, based on information in its possession, to the requesting party within 15 days of such request. Further, based on information in its possession, the Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer, without any request for such notice from the Operating Advisor, the Master Servicer or the Special Servicer, within 10 days of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicablecommencement or cessation of any Consultation Termination Event or Control Termination Event.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as of which a Responsible Officer of the case may be, Trustee has actual knowledge and after the curing or waiver of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None Agreement and no permissive right of the Depositor, the Servicer or the Special Servicer Trustee shall be obligated to monitor or supervise construed as a duty. During the performance by the Trustee or the Certificate Administrator continuance of its duties hereunder. In case a Servicer Termination Event or of which a Special Servicer Termination Event, as Responsible Officer of the case may be, Trustee has occurred (which has not been cured or waived)actual knowledge, the Trustee, subject to the provisions of Sections 7.2 Section 7.02 and 7.4Section 7.04 of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such its exercise, as a prudent institution person would exercise or use under the circumstances in the conduct of such institutionperson’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreementduty. (b) Subject to Sections 8.2(a) and 8.3, each Each of the Trustee and the Certificate Administrator, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this AgreementAgreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting to the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website), shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity accuracy or enforceability content of any such aforementioned document furnished by any resolution, certificate, statement, opinion, report, document, order or other party hereto, and instrument provided to it hereunder if accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found not to conform on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument correctedshall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or Certificate Administrator (if the Certificate Administrator, as applicable, may Administrator requested the corrected instrument or may not act upon samedirection from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders. (c) Subject Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.38.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or its own bad faith; and provided, howeverfurther, that: (i) Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates resolutions, certificates, statements, reports, opinions, documents, orders or opinions other instruments furnished to the Trustee and/or or the Certificate Administrator and conforming Administrator, as applicable, that conform on their face to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by without responsibility for investigating the proper authorities respecting any matters arising hereundercontents thereof; (ii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer of or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less entitled to greater than 2550% of the Percentage Interests (or such other percentage as is specified herein for such action) of each affected Class, or of the aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this Agreement; (iv) neither Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement; (v) Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder; (vi) Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure by the Servicer to act or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence breach of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action Person unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failureact, failure to act or circumstance breach or receives written notice of such act, failure to act or breach from any other party to this Agreement, any Certificateholder or Certificate Owner, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative; and (vii) Except in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud, in no event shall the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason for special, punitive, indirect or consequential loss or damage of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administratorkind whatsoever (including but not limited to lost profits), as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by even if the Trustee or the Certificate Administrator, as applicable, with respect to has been advised of the Mortgage Loan likelihood of such loss or damage and regardless of the form of action. None of the provisions contained in this Agreement shall require the Trustee or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this AgreementCertificate Administrator, neither the in its capacity as Trustee nor or the Certificate Administrator shall be required Administrator, as applicable, to take any action with respect toexpend or risk its own funds, or be deemed to have notice or knowledge otherwise incur financial liability in the performance of any Mortgage Loan Event of Defaultits duties hereunder, Servicer Termination Event or Special Servicer Termination Eventin the exercise of any of its rights or powers, unless a Responsible Officer if in the opinion of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) . None of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer (other than the obligations to make Advances under Sections 3.20 and 4.06 of this Agreement), the Special Servicer, the Certificate Administrator, the Operating Advisor or the Special Servicer Asset Representations Reviewer under this Agreement, except, with respect to the Trustee, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything None of the provisions contained hereinin this Agreement shall in any event require the Certificate Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Asset Representations Reviewer under this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in connection with its commercial capacity or at its discretion). (d) The Operating Advisor, the duties assumed by Master Servicer, the Authenticating Agent, and the Certificate Registrar hereunder, unless Special Servicer or the Trustee or may at any time request from the Certificate Administrator is acting in written confirmation of whether any such capacity hereunder; provided, further, that in any such capacity Control Termination Event or Consultation Termination Event occurred during the Trustee previous calendar year and the Certificate Administrator shall have all deliver such confirmation, based on information in its possession, to the requesting party within ten (10) Business Days of such request. Further, the Certificate Administrator shall post a “special notice” on the Certificate Administrator’s Website within ten (10) days of its determination (or its receipt of notice) of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicablecommencement or cessation of any Control Termination Event or Consultation Termination Event.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as of which a Responsible Officer of the case may be, Trustee has actual knowledge and after the curing or waiver of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None Agreement and no permissive right of the Depositor, the Servicer or the Special Servicer Trustee shall be obligated to monitor or supervise construed as a duty. During the performance by the Trustee or the Certificate Administrator continuance of its duties hereunder. In case a Servicer Termination Event or of which a Special Servicer Termination Event, as Responsible Officer of the case may be, Trustee has occurred (which has not been cured or waived)actual knowledge, the Trustee, subject to the provisions of Sections 7.2 Section 7.02 and 7.4Section 7.04 of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such its exercise, as a prudent institution person would exercise or use under the circumstances in the conduct of such institutionperson’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreementduty. (b) Subject to Sections 8.2(a) and 8.3, each Each of the Trustee and the Certificate Administrator, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this AgreementAgreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting to the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website), shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity accuracy or enforceability content of any such aforementioned document furnished by any resolution, certificate, statement, opinion, report, document, order or other party hereto, and instrument provided to it hereunder if accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found not to conform on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument correctedshall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or Certificate Administrator (if the Certificate Administrator, as applicable, may Administrator requested the corrected instrument or may not act upon samedirection from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders and the Uncertificated VRR Interest Owner. (c) Subject Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.38.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or its own bad faith; and provided, howeverfurther, that: (i) Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates resolutions, certificates, statements, reports, opinions, documents, orders or opinions other instruments furnished to the Trustee and/or or the Certificate Administrator and conforming Administrator, as applicable, that conform on their face to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by without responsibility for investigating the proper authorities respecting any matters arising hereundercontents thereof; (ii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer of or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencingentitled to greater than 50% of the Percentage Interests (or such other percentage as is specified herein for such action) of each affected Class, in the aggregate, not less than 25% or of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this Agreement; (iv) neither Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement; (v) Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder; (vi) Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure by the Servicer to act or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence breach of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action Person unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failureact, failure to act or circumstance breach or receives written notice of such act, failure to act or breach from any other party to this Agreement, any Certificateholder or Certificate Owner, the Uncertificated VRR Interest Owner, a Risk Retention Consultation Party, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative; and (vii) Except in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud, in no event shall the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason for special, punitive, indirect or consequential loss or damage of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administratorkind whatsoever (including but not limited to lost profits), as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by even if the Trustee or the Certificate Administrator, as applicable, with respect to has been advised of the Mortgage Loan likelihood of such loss or damage and regardless of the form of action. None of the provisions contained in this Agreement shall require the Trustee or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this AgreementCertificate Administrator, neither the in its capacity as Trustee nor or the Certificate Administrator shall be required Administrator, as applicable, to take any action with respect toexpend or risk its own funds, or be deemed to have notice or knowledge otherwise incur financial liability in the performance of any Mortgage Loan Event of Defaultits duties hereunder, Servicer Termination Event or Special Servicer Termination Eventin the exercise of any of its rights or powers, unless a Responsible Officer if in the opinion of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) . None of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer (other than the obligations to make Advances under Sections 3.20 and 4.06 of this Agreement), the Special Servicer, the Certificate Administrator, the Operating Advisor or the Special Servicer Asset Representations Reviewer under this Agreement, except, with respect to the Trustee, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything None of the provisions contained hereinin this Agreement shall in any event require the Certificate Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Asset Representations Reviewer under this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in connection with its commercial capacity or at its discretion). (d) The Operating Advisor, the duties assumed by Master Servicer, the Authenticating Agent, and the Certificate Registrar hereunder, unless Special Servicer or the Trustee or may at any time request from the Certificate Administrator is acting in written confirmation of whether any such capacity hereunder; provided, further, that in any such capacity Control Termination Event or Consultation Termination Event occurred during the Trustee previous calendar year and the Certificate Administrator shall have all deliver such confirmation, based on information in its possession, to the requesting party within ten (10) Business Days of such request. Further, the Certificate Administrator shall post a “special notice” on the Certificate Administrator’s Website within ten (10) days of its determination (or its receipt of notice) of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicablecommencement or cessation of any Control Termination Event or Consultation Termination Event.

Duties of the Trustee and the Certificate Administrator. (a) The TrusteeTrustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver waiving of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust undertake to perform such duties and only such duties as are specifically set forth in this Agreement. None of the Depositor, the Servicer or the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case If a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, has occurred (which has not been cured or waived)occurs and is continuing, the Trustee, subject to the provisions of Sections 7.2 and 7.4, Trustee shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such exercise, their exercise as a prudent institution person would exercise or use under the circumstances in the conduct of such institution’s his own affairs. Any permissive right of the Trustee set forth and the Certificate Administrator contained in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the The Trustee and or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that which are specifically required to be furnished pursuant to any provision of this AgreementAgreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II), shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take Administrator shall notify the party providing such action as it deems appropriate to have instrument and requesting the instrument corrected, and if the instrument is not corrected to the Trustee’s correction thereof. The Trustee or the Certificate Administrator’sAdministrator shall not be responsible for the accuracy or content of any resolution, as applicablecertificate, reasonable satisfactionstatement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate AdministratorAdministrator in good faith, as applicable, may or may not act upon samepursuant to this Agreement. (c) Subject to Section 8.3, no No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or bad faith; provided, however, that: (i) Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or and the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and the Certificate Administrator, as applicable, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or the Certificate Administrator and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (ii) neither Neither the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, as applicablerespectively, unless it shall be proved that the Trustee, Trustee or the Certificate Administrator or such Responsible Officer Administrator, respectively, was negligent in ascertaining the pertinent facts;; and (iii) neither the The Trustee nor and the Certificate Administrator shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less than entitled to at least 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; Agreement (iv) neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer higher percentage of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Eventaction). (d) None of The Certificate Administrator shall make available via its internet website initially located at xxx.xxxxxxx.xxx to the provisions contained in this Agreement shall in any event require the Trustee or Companion Holders all reports that the Certificate Administrator has made available to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer Certificateholders under this Agreement, except, with respect Agreement to the Trustee, during extent such time, if any, as reports relate to the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicablerelated Companion Loan.

Duties of the Trustee and the Certificate Administrator. (a) The TrusteeTrustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver waiving of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust undertake to perform such duties and only such duties as are specifically set forth in this Agreement. None of the Depositor, the Servicer or the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case If a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, has occurred (which has not been cured or waived)occurs and is continuing, the Trustee, subject to the provisions of Sections 7.2 and 7.4, Trustee shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such exercise, their exercise as a prudent institution person would exercise or use under the circumstances in the conduct of such institution’s his own affairs. Any permissive right of the Trustee set forth and the Certificate Administrator contained in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the The Trustee and or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that which are specifically required to be furnished pursuant to any provision of this AgreementAgreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II), shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take Administrator shall notify the party providing such action as it deems appropriate to have instrument and requesting the instrument corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the correction thereof. The Trustee or the Certificate AdministratorAdministrator shall not be responsible for the accuracy or content of any resolution, as applicablecertificate, may statement, opinion, report, document, order or may not act upon same. (c) Subject to Section 8.3other instrument furnished by the Depositor, no provision of this Agreement shall be construed to relieve the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator from liability for its own negligent actionin good faith, its own negligent failure pursuant to act, its failure to perform its obligations in compliance with this Agreement, or its own willful misconduct or bad faith; provided, however: (i) no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, and each of the Trustee and the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or the Certificate Administrator and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) neither the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither the Trustee nor the Certificate Administrator shall be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (iv) neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except, with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicable.

Duties of the Trustee and the Certificate Administrator. (a) The TrusteeTrustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver waiving of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust undertake to perform such duties and only such duties as are specifically set forth in this Agreement. None of the Depositor, the Servicer or the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case If a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, has occurred (which has not been cured or waived)occurs and is continuing, the Trustee, subject to the provisions of Sections 7.2 and 7.4, Trustee shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such exercise, their exercise as a prudent institution person would exercise or use under the circumstances in the conduct of such institution’s his own affairs. Any permissive right of the Trustee set forth and the Certificate Administrator contained in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the The Trustee and or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that which are specifically required to be furnished pursuant to any provision of this AgreementAgreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take Administrator shall notify the party providing such action as it deems appropriate to have instrument and requesting the instrument corrected, and if the instrument is not corrected to the Trustee’s correction thereof. The Trustee or the Certificate Administrator’sAdministrator shall not be responsible for the accuracy or content of any resolution, as applicablecertificate, reasonable satisfactionstatement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate AdministratorAdministrator in good faith, as applicable, may or may not act upon samepursuant to this Agreement. (c) Subject to Section 8.3, no No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or bad faith; provided, however, that: (i) Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or and the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and the Certificate Administrator, as applicable, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or or the Certificate Administrator and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (ii) neither Neither the Trustee nor the Certificate Administrator Administrator, as applicable, shall be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts;; and (iii) neither Neither the Trustee nor the Certificate Administrator Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less entitled to greater than 25% (i) of the Percentage Interest of each affected Class, or (ii) if each Class is an affected Class of the aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; Agreement (iv) neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer higher percentage of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Eventaction). (d) None of The Certificate Administrator shall make available via its internet website initially located at xxx.xxxxxxx.xxx to the provisions contained in this Agreement shall in any event require the Trustee or Serviced Companion Noteholders all reports that the Certificate Administrator has made available to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer Certificateholders under this Agreement, except, with respect Agreement to the Trustee, during extent such time, if any, as reports relate to the Trustee shall be related Serviced Companion Loan and upon the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms submission of an Investor Certification pursuant to this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicable.

Duties of the Trustee and the Certificate Administrator. (a) The TrusteeTrustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver waiving of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust undertake to perform such duties and only such duties as are specifically set forth in this Agreement. None of the Depositor, the Servicer or the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case If a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, has occurred (which has not been cured or waived)occurs and is continuing, the Trustee, subject to the provisions of Sections 7.2 and 7.4, Trustee shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such exercise, their exercise as a prudent institution person would exercise or use under the circumstances in the conduct of such institution’s his own affairs. Any permissive right of the Trustee set forth and the Certificate Administrator contained in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the The Trustee and or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that which are specifically required to be furnished to the Trustee or the Certificate Administrator pursuant to any provision of this AgreementAgreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II), shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take Administrator shall notify the party providing such action as it deems appropriate to have instrument and requesting the instrument corrected, and if the instrument is not corrected to the Trustee’s correction thereof. The Trustee or the Certificate Administrator’sAdministrator shall not be responsible for the accuracy or content of any resolution, as applicablecertificate, reasonable satisfactionstatement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate AdministratorAdministrator in good faith, as applicable, may or may not act upon samepursuant to this Agreement. (c) Subject to Section 8.3, no No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or bad faith; provided, however, that: (i) Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or and the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and the Certificate Administrator, as applicable, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or or the Certificate Administrator and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (ii) neither Neither the Trustee nor the Certificate Administrator Administrator, as applicable, shall be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts;; and (iii) neither Neither the Trustee nor the Certificate Administrator Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders holders of Certificates evidencing, in the aggregate, Voting Rights evidencing not less than 25% of the Voting Rights entitled to direct the Trustee and/or Certificate Administrator pursuant to the terms of the Certificatesthis Agreement, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; Agreement (iv) neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer higher percentage of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Eventaction). (d) None of The Certificate Administrator shall make available via its internet website initially located at xxx.xxxxxxx.xxx to the provisions contained in this Agreement shall in any event require the Trustee or Serviced Companion Noteholders all reports that the Certificate Administrator has made available to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer Certificateholders under this Agreement, except, with respect Agreement to the Trustee, during extent such time, if any, as reports relate to the Trustee shall be related Serviced Companion Loan and upon the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms submission of an Investor Certification pursuant to this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicable.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as of which a Responsible Officer of the case may be, Trustee has actual knowledge and after the curing or waiver of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None Agreement and no permissive right of the Depositor, the Servicer or the Special Servicer Trustee shall be obligated to monitor or supervise construed as a duty. During the performance by the Trustee or the Certificate Administrator continuance of its duties hereunder. In case a Servicer Termination Event or of which a Special Servicer Termination Event, as Responsible Officer of the case may be, Trustee has occurred (which has not been cured or waived)actual knowledge, the Trustee, subject to the provisions of Sections 7.2 Section 7.02 and 7.4Section 7.04 of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such its exercise, as a prudent institution person would exercise or use under the circumstances in the conduct of such institutionperson’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreementduty. (b) Subject to Sections 8.2(a) and 8.3, each Each of the Trustee and the Certificate Administrator, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this AgreementAgreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting to the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website), shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity accuracy or enforceability content of any such aforementioned document furnished by any resolution, certificate, statement, opinion, report, document, order or other party hereto, and instrument provided to it hereunder if accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found not to conform on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument correctedshall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or Certificate Administrator (if the Certificate Administrator, as applicable, may Administrator requested the corrected instrument or may not act upon samedirection from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders. (c) Subject Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.38.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or its own bad faith; and provided, howeverfurther, that: (i) Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates resolutions, certificates, statements, reports, opinions, documents, orders or opinions other instruments furnished to the Trustee and/or or the Certificate Administrator and conforming Administrator, as applicable, that conform on their face to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by without responsibility for investigating the proper authorities respecting any matters arising hereundercontents thereof; (ii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer of or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less entitled to greater than 2550% of the Percentage Interests (or such other percentage as is specified herein for such action) of each affected Class, or of the aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this Agreement; (iv) neither Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement; (v) Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder; (vi) Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure by the Servicer to act or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence breach of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action Person unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failureact, failure to act or circumstance breach or receives written notice of such act, failure to act or breach from any other party to this Agreement, any Certificateholder or Certificate Owner, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative; and (vii) Except in the event of the Trustee’s or Certificate Administrator’s, as applicable, actual fraud (as determined by a non-appealable final court order), in no event shall the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason for special, punitive, indirect or consequential loss or damage of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administratorkind whatsoever (including but not limited to lost profits), as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by even if the Trustee or the Certificate Administrator, as applicable, with respect to has been advised of the Mortgage Loan likelihood of such loss or damage and regardless of the form of action. None of the provisions contained in this Agreement shall require the Trustee or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this AgreementCertificate Administrator, neither the in its capacity as Trustee nor or the Certificate Administrator shall be required Administrator, as applicable, to take any action with respect toexpend or risk its own funds, or be deemed to have notice or knowledge otherwise incur financial liability in the performance of any Mortgage Loan Event of Defaultits duties hereunder, Servicer Termination Event or Special Servicer Termination Eventin the exercise of any of its rights or powers, unless a Responsible Officer if in the opinion of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) . None of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer (other than the obligations to make Advances under Sections 3.20 and 4.06 of this Agreement), the Special Servicer, the Certificate Administrator, the Operating Advisor or the Special Servicer Asset Representations Reviewer under this Agreement, except, with respect to the Trustee, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything None of the provisions contained hereinin this Agreement shall in any event require the Certificate Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Asset Representations Reviewer under this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in connection with its commercial capacity or at its discretion). (d) The Operating Advisor, the duties assumed by Master Servicer, the Authenticating Agent, and the Certificate Registrar hereunder, unless Special Servicer or the Trustee or may at any time request from the Certificate Administrator is acting in written confirmation of whether any such capacity hereunder; providedControl Termination Event, further, that in any such capacity Consultation Termination Event or Operating Advisor Consultation Trigger Event occurred during the Trustee previous calendar year and the Certificate Administrator shall have all deliver such confirmation, based on information in its possession, to the requesting party within ten (10) Business Days of such request. Further, the Certificate Administrator shall post a “special notice” on the Certificate Administrator’s Website within ten (10) days of its determination (or its receipt of notice) of the rightscommencement or cessation of any Control Termination Event, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicableConsultation Termination Event or Operating Advisor Consultation Trigger Event.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as of which a Responsible Officer of the case may be, Trustee has actual knowledge and after the curing or waiver of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None Agreement and no permissive right of the Depositor, the Servicer or the Special Servicer Trustee shall be obligated to monitor or supervise construed as a duty. During the performance by the Trustee or the Certificate Administrator continuance of its duties hereunder. In case a Servicer Termination Event or of which a Special Servicer Termination Event, as Responsible Officer of the case may be, Trustee has occurred (which has not been cured or waived)actual knowledge, the Trustee, subject to the provisions of Sections 7.2 Section 7.02 and 7.4Section 7.04 of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such its exercise, as a prudent institution person would exercise or use under the circumstances in the conduct of such institutionperson’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreementduty. (b) Subject to Sections 8.2(a) and 8.3, each Each of the Trustee and the Certificate Administrator, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this AgreementAgreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting to the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website), shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity accuracy or enforceability content of any such aforementioned document furnished by any resolution, certificate, statement, opinion, report, document, order or other party hereto, and instrument provided to it hereunder if accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found not to conform on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument correctedshall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or Certificate Administrator (if the Certificate Administrator, as applicable, may Administrator requested the corrected instrument or may not act upon samedirection from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders and the Combined Uncertificated VRR Interest Owner. (c) Subject Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.38.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or its own bad faith; and provided, howeverfurther, that: (i) Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates resolutions, certificates, statements, reports, opinions, documents, orders or opinions other instruments furnished to the Trustee and/or or the Certificate Administrator and conforming Administrator, as applicable, that conform on their face to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by without responsibility for investigating the proper authorities respecting any matters arising hereundercontents thereof; (ii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer of or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencingentitled to greater than 50% of the Percentage Interests (or such other percentage as is specified herein for such action) of each affected Class, in the aggregate, not less than 25% or of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this Agreement; (iv) neither Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement; (v) Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder; (vi) Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure by the Servicer to act or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence breach of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action Person unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failureact, failure to act or circumstance breach or receives written notice of such act, failure to act or breach from any other party to this Agreement, any Certificateholder or Certificate Owner, the Combined Uncertificated VRR Interest Owner, a Risk Retention Consultation Party, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative; and (vii) Except in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud, in no event shall the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason for special, punitive, indirect or consequential loss or damage of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administratorkind whatsoever (including but not limited to lost profits), as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by even if the Trustee or the Certificate Administrator, as applicable, with respect to has been advised of the Mortgage Loan likelihood of such loss or damage and regardless of the form of action. None of the provisions contained in this Agreement shall require the Trustee or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this AgreementCertificate Administrator, neither the in its capacity as Trustee nor or the Certificate Administrator shall be required Administrator, as applicable, to take any action with respect toexpend or risk its own funds, or be deemed to have notice or knowledge otherwise incur financial liability in the performance of any Mortgage Loan Event of Defaultits duties hereunder, Servicer Termination Event or Special Servicer Termination Eventin the exercise of any of its rights or powers, unless a Responsible Officer if in the opinion of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) . None of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer (other than the obligations to make Advances under Sections 3.20 and 4.06 of this Agreement), the Special Servicer, the Certificate Administrator, the Operating Advisor or the Special Servicer Asset Representations Reviewer under this Agreement, except, with respect to the Trustee, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything None of the provisions contained hereinin this Agreement shall in any event require the Certificate Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Asset Representations Reviewer under this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in connection with its commercial capacity or at its discretion). (d) The Operating Advisor, the duties assumed by Master Servicer, the Authenticating Agent, and the Certificate Registrar hereunder, unless Special Servicer or the Trustee or may at any time request from the Certificate Administrator is acting in written confirmation of whether any such capacity hereunder; provided, further, that in any such capacity Control Termination Event or Consultation Termination Event occurred during the Trustee previous calendar year and the Certificate Administrator shall have all deliver such confirmation, based on information in its possession, to the requesting party within ten (10) Business Days of such request. Further, the Certificate Administrator shall post a “special notice” on the Certificate Administrator’s Website within ten (10) days of its determination (or its receipt of notice) of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicablecommencement or cessation of any Control Termination Event or Consultation Termination Event.

Duties of the Trustee and the Certificate Administrator. (a) The TrusteeEach of the Trustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver of any Servicer Termination Event or Special Servicer Termination Event, as the case may be, Event that may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. None of Neither the Depositor, Depositor nor the Servicer or nor the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, Event has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such their exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s own affairs. Any permissive right of the Trustee or the Certificate Administrator set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) and the Certificate Administrator (or the Servicer or the Special Servicer on its behalf), as applicable, shall have the power to exercise all the rights of a holder of the Mortgage Whole Loan on behalf of the Trust Interest Owners Certificateholders and the Companion Loan HoldersHolders (or, if a Companion Loan Holder is an Other Securitization Trust, the related Other Depositor and any other party to any Other Pooling and Servicing Agreement), subject to the terms of the Mortgage Loan DocumentsDocuments and the Co-Lender Agreement; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or and the Certificate Administrator, as applicable, may Administrator shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, ’s reasonable satisfaction, the Trustee or the Certificate Administrator, as applicable, may or may not act upon same. (c) Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, from liability for its own negligent action, its own negligent failure to actact or its own willful misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason of its own negligence, willful misconduct or bad faith; provided, however, that: (i) no No implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, Administrator and each of the Trustee and the Certificate Administrator, as applicable, Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates certificates, resolutions, certificates, statements, opinions, reports, documents, orders, opinions or opinions other instruments furnished to the Trustee and/or the Certificate Administrator and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) neither the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither the Trustee nor the Certificate Administrator shall be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (iv) neither the Trustee nor the Certificate Administrator shall be charged with knowledge of a Mortgage Loan Event of Default or any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates;; and (v) neither the Trustee nor the Certificate AdministratorAdministrator shall be under any obligation to appear in, as applicable, shall prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any way expense or liability and for which it would not be liable by reason indemnified for pursuant to this Agreement; provided, however, that the Trustee or the Certificate Administrator may, in its discretion, undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any insufficiency liabilities of the Trust, and the Trustee and the Certificate Administrator shall be entitled to be reimbursed therefor from funds on deposit in the Trust Fund Collection Account unless it is determined by a court such legal action arises out of competent jurisdiction that the Trustee’s negligence, willful misconduct or bad faith of the Trustee or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause any breach of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to a representation or received warranty by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Eventcontained herein. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except, with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability in connection with the duties assumed by the Authenticating Agent, 17g-5 Information Provider and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided, further, provided further that in any such capacity each of the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicable.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as of which a Responsible Officer of the case may be, Trustee has actual knowledge and after the curing or waiver of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None Agreement and no permissive right of the Depositor, the Servicer or the Special Servicer Trustee shall be obligated to monitor or supervise construed as a duty. During the performance by the Trustee or the Certificate Administrator continuance of its duties hereunder. In case a Servicer Termination Event or of which a Special Servicer Termination Event, as Responsible Officer of the case may be, Trustee has occurred (which has not been cured or waived)actual knowledge, the Trustee, subject to the provisions of Sections 7.2 Section 7.02 and 7.4Section 7.04 of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such its exercise, as a prudent institution person would exercise or use under the circumstances in the conduct of such institutionperson’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreementduty. (b) Subject to Sections 8.2(a) and 8.3, each Each of the Trustee and the Certificate Administrator, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity accuracy or enforceability content of any such aforementioned document furnished by any resolution, certificate, statement, opinion, report, document, order or other party hereto, and instrument provided to it hereunder if accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found not to conform on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument correctedshall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or Certificate Administrator (if the Certificate Administrator, as applicable, may Administrator requested the corrected instrument or may not act upon samedirection from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders. (c) Subject Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.38.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or its own bad faith; and provided, howeverfurther, that: (i) Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates resolutions, certificates, statements, reports, opinions, documents, orders or opinions other instruments furnished to the Trustee and/or or the Certificate Administrator and conforming Administrator, as applicable, that conform on their face to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by without responsibility for investigating the proper authorities respecting any matters arising hereundercontents thereof; (ii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer of or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less entitled to greater than 2550% of the Percentage Interests (or such other percentage as is specified herein) of each affected Class, or of the aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this Agreement; (iv) neither Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement; (v) Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder; (vi) Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure by the Servicer to act or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence breach of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action Person unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failurefailure or receives written notice of such act, failure to act or circumstance breach from any other party to this Agreement, any Certificateholder or Beneficial Owner, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative; and (vii) Except in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud, in no event shall the Trustee or the Certificate Administrator be liable for special, punitive, 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 has been advised of the likelihood of such loss or damage and regardless of the form of action. None of the provisions contained in this Agreement shall require the Trustee or the Certificate Administrator, in its capacity as Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicerto expend or risk its own funds, the Special Servicer, the Depositor or Holders of the Certificates evidencing, otherwise incur financial liability in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason performance of any insufficiency of its duties hereunder, or in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge exercise of any Mortgage Loan Event of Defaultits rights or powers, Servicer Termination Event or Special Servicer Termination Event, unless a Responsible Officer if in the opinion of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) . None of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer (other than the obligations to make Advances under Sections 3.20 and 4.06 of this Agreement), the Special Servicer or the Special Servicer Certificate Administrator under this Agreement, except, with respect to the Trustee, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer, the Special Servicer or the Special Servicer Certificate Administrator in accordance with the terms of this Agreement. Notwithstanding anything None of the provisions contained hereinin this Agreement shall in any event require the Certificate Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer, the Trustee or the Operating Advisor under this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in connection with its commercial capacity or at its discretion). (d) The Operating Advisor, the duties assumed by Master Servicer, the Authenticating Agent, and the Certificate Registrar hereunder, unless Special Servicer or the Trustee or may at any time request from the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity written confirmation of whether a CCR Control Termination Event occurred during the Trustee previous calendar year and the Certificate Administrator shall have all deliver such confirmation, based on information in its possession, to the requesting party within 10 Business Days of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicablesuch request.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as of which a Responsible Officer of the case may be, Trustee has actual knowledge and after the curing or waiver of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None Agreement and no permissive right of the Depositor, the Servicer or the Special Servicer Trustee shall be obligated to monitor or supervise construed as a duty. During the performance by the Trustee or the Certificate Administrator continuance of its duties hereunder. In case a Servicer Termination Event or of which a Special Servicer Termination Event, as Responsible Officer of the case may be, Trustee has occurred (which has not been cured or waived)actual knowledge, the Trustee, subject to the provisions of Sections 7.2 Section 7.02 and 7.4Section 7.04 of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such its exercise, as a prudent institution person would exercise or use under the circumstances in the conduct of such institutionperson’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreementduty. (b) Subject to Sections 8.2(a) and 8.3, each Each of the Trustee and the Certificate Administrator, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this AgreementAgreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting to the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website), shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity accuracy or enforceability content of any such aforementioned document furnished by any resolution, certificate, statement, opinion, report, document, order or other party hereto, and instrument provided to it hereunder if accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found not to conform on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument correctedshall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or Certificate Administrator (if the Certificate Administrator, as applicable, may Administrator requested the corrected instrument or may not act upon samedirection from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders and the Uncertificated VRR Interest Owners. (c) Subject Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.38.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or its own bad faith; and provided, howeverfurther, that: (i) Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates resolutions, certificates, statements, reports, opinions, documents, orders or opinions other instruments furnished to the Trustee and/or or the Certificate Administrator and conforming Administrator, as applicable, that conform on their face to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by without responsibility for investigating the proper authorities respecting any matters arising hereundercontents thereof; (ii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer of or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencingentitled to greater than 50% of the Percentage Interests (or such other percentage as is specified herein for such action) of each affected Class, in the aggregate, not less than 25% or of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this Agreement; (iv) neither Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement; (v) Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder; (vi) Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure by the Servicer to act or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence breach of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action Person unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failureact, failure to act or circumstance breach or receives written notice of such act, failure to act or breach from any other party to this Agreement, any Certificateholder or Certificate Owner, any Uncertificated VRR Interest Owner, a Risk Retention Consultation Party, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative; and (vii) Except in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud, in no event shall the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason for special, punitive, indirect or consequential loss or damage of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administratorkind whatsoever (including but not limited to lost profits), as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by even if the Trustee or the Certificate Administrator, as applicable, with respect to has been advised of the Mortgage Loan likelihood of such loss or damage and regardless of the form of action. None of the provisions contained in this Agreement shall require the Trustee or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this AgreementCertificate Administrator, neither the in its capacity as Trustee nor or the Certificate Administrator shall be required Administrator, as applicable, to take any action with respect toexpend or risk its own funds, or be deemed to have notice or knowledge otherwise incur financial liability in the performance of any Mortgage Loan Event of Defaultits duties hereunder, Servicer Termination Event or Special Servicer Termination Eventin the exercise of any of its rights or powers, unless a Responsible Officer if in the opinion of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) . None of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer (other than the obligations to make Advances under Sections 3.20 and 4.06 of this Agreement), the Special Servicer, the Certificate Administrator, the Operating Advisor or the Special Servicer Asset Representations Reviewer under this Agreement, except, with respect to the Trustee, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything None of the provisions contained hereinin this Agreement shall in any event require the Certificate Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Asset Representations Reviewer under this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in connection with its commercial capacity or at its discretion). (d) The Operating Advisor, the duties assumed by Master Servicer, the Authenticating Agent, and the Certificate Registrar hereunder, unless Special Servicer or the Trustee or may at any time request from the Certificate Administrator is acting in written confirmation of whether any such capacity hereunder; provided, further, that in any such capacity Control Termination Event or Consultation Termination Event occurred during the Trustee previous calendar year and the Certificate Administrator shall have all deliver such confirmation, based on information in its possession, to the requesting party within ten (10) Business Days of such request. Further, the Certificate Administrator shall post a “special notice” on the Certificate Administrator’s Website within ten (10) days of its determination (or its receipt of notice) of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicablecommencement or cessation of any Control Termination Event or Consultation Termination Event.

Duties of the Trustee and the Certificate Administrator. (a) The TrusteeTrustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver waiving of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust undertake to perform such duties and only such duties as are specifically set forth in this Agreement. None of the Depositor, the Servicer or the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case If a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, has occurred (which has not been cured or waived)occurs and is continuing, the Trustee, subject to the provisions of Sections 7.2 and 7.4, Trustee shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such exercise, their exercise as a prudent institution person would exercise or use under the circumstances in the conduct of such institution’s his own affairs. Any permissive right of the Trustee set forth and the Certificate Administrator contained in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the The Trustee and or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that which are specifically required to be furnished pursuant to any provision of this AgreementAgreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II), shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take Administrator shall notify the party providing such action as it deems appropriate to have instrument and requesting the instrument corrected, and if the instrument is not corrected to the Trustee’s correction thereof. The Trustee or the Certificate Administrator’sAdministrator shall not be responsible for the accuracy or content of any resolution, as applicablecertificate, reasonable satisfactionstatement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate AdministratorAdministrator in good faith, as applicable, may or may not act upon samepursuant to this Agreement. (c) Subject to Section 8.3, no No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or bad faith; provided, however, that: (i) Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or and the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and the Certificate Administrator, as applicable, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or the Certificate Administrator and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (ii) neither Neither the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, as applicablerespectively, unless it shall be proved that the Trustee, Trustee or the Certificate Administrator or such Responsible Officer Administrator, respectively, was negligent in ascertaining the pertinent facts;; and (iii) neither the The Trustee nor and the Certificate Administrator shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less than entitled to at least 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; Agreement (iv) neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer higher percentage of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Eventaction). (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except, with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicable.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver of any Servicer Termination Event or Special Servicer Termination Event, as the case may be, that may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None of the Depositor, the Servicer, the Special Servicer or the Special Servicer Operating Advisor shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners Certificateholders and the Companion Loan HoldersHolder(s), subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Certificate Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or the Certificate Administrator, as applicable, may or may not act upon same. (c) Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, or its own willful misconduct or bad faith; provided, however: (i) no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, and each of the Trustee and the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or the Certificate Administrator and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) neither the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither the Trustee nor the Certificate Administrator shall be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (iv) neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Trust Interests Certificates is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event, Special Servicer Termination Event or Special Servicer Operating Advisor Termination Event, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event, Special Servicer Termination Event or Special Servicer Operating Advisor Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except, with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicable.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to Trustee and the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver of any Servicer Termination Event or Special Servicer Termination Event, as the case may be, that may have occurred, undertakes with respect to the Trust Certificate Administrator each shall undertake to perform such duties and only such those duties as are specifically set forth in this Agreement. None of Agreement and no implied covenants or obligations shall be read into this Agreement against the Depositor, the Servicer Trustee or the Special Servicer shall be obligated to monitor or supervise the performance by Certificate Administrator. Any permissive right of the Trustee or the Certificate Administrator provided for in this Agreement shall not be construed as a duty of its duties hereunderthe Trustee or the Certificate Administrator. In case a Servicer Termination Event or a Special Servicer Termination Event, as The Trustee and the case may be, has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4, Certificate Administrator each shall exercise such of the rights and powers vested in it by this AgreementAgreement and following the occurrence and during the continuation of any Event of Default or Trust Advisor Termination Event hereunder, the Trustee and the Certificate Administrator each shall use the same degree of care and skill in such exercise, its exercise as a prudent institution Person would exercise or use under the circumstances in the conduct of such institutionPerson’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the The Trustee and or the Certificate Administrator, as applicable, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as the case may be, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth hereinAgreement; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by provided that the Trustee or the Certificate Administrator, as applicablethe case may be, in good faithshall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer or any other Person to it pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material mannerAgreement, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate Administrator shall request the providing party to have correct the instrument and if not so corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, Administrator shall inform the Trustee or the Certificate Administrator, as applicable, may or may not act upon sameCertificateholders. (c) Subject Neither the Trustee nor the Certificate Administrator nor any of their respective directors, officers, employees, agents or Controlling Persons shall have any liability to Section 8.3the Trust or the Certificateholders arising out of or in connection with this Agreement, no except for their respective negligent failure to act or their own negligence, willful misconduct or bad faith. No provision of this Agreement shall be construed to relieve the Trustee or Trustee, the Certificate Administrator or any of their respective directors, officers, employees, agents or Controlling Persons from liability for its their own negligent action, its their own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its their own willful misconduct or bad faith; provided, howeverprovided that: (i) no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, and each of the Trustee and the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or the Certificate Administrator and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) neither the Trustee nor the Certificate Administrator nor any of their respective directors, officers, employees, agents or Controlling Persons shall be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with its reasonable business judgment and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement or or, to the extent not expressly inconsistent with the other terms of this Agreement, at the direction of Holders of Certificates evidencing, in the aggregate, evidencing not less than 25% a majority of the Voting Rights of all the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (iv) neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (vii) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason no provision of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require either the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers hereunder powers, if there are it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; (iii) except as specifically provided hereunder in connection with the performance of its specific duties, neither the Trustee, nor the Certificate Administrator nor any of their respective directors, officers, employees, agents or (ii) perform, or Controlling Persons shall be responsible for the manner of performance of, any act or omission of the obligations Master Servicer, the Special Servicer, the Trust Advisor, the Depositor or any Seller, or for the acts or omissions of each other, including, without limitation, in connection with actions taken pursuant to this Agreement; (iv) the Servicer execution by the Trustee or the Special Servicer under this Agreement, except, Certificate Administrator of any forms or plans of liquidation in connection with respect any REMIC Pool shall not constitute a representation by the Trustee or the Certificate Administrator as to the Trustee, during adequacy of such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer form or the Special Servicer in accordance with the terms plan of this Agreement. Notwithstanding anything contained herein, liquidation; (v) neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability in connection with the under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the as Trustee or the Certificate Administrator is acting Administrator, as applicable in any accordance with this Agreement. In such capacity hereunder; providedevent, furtherall legal expense and costs of such action shall be expenses and costs of the Trust, that in any such capacity and the Trustee and the Certificate Administrator shall have all be entitled to be reimbursed therefor from the Collection Account pursuant to Section 5.2(a)(I)(vi); and (vi) neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any failure by the Master Servicer, the Special Servicer or the Trust Advisor or by each other to comply with its obligations under this Agreement or any act, failure, or breach of any Person upon the occurrence of which the Trustee or the Certificate Administrator may be required to act, unless a Responsible Officer of the rights, protections and indemnities provided to it as Trustee and or the Certificate Administrator hereunderAdministrator, as applicablethe case may be, obtains actual knowledge of such failure.

Duties of the Trustee and the Certificate Administrator. (a) The TrusteeEach of the Trustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver of any Servicer Termination Event or Special Servicer Termination Event, as the case may be, Event that may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. None of Neither the Depositor, Depositor nor the Servicer or nor the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, Event has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such their exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s own affairs. Any permissive right of the Trustee or the Certificate Administrator set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders, subject to the terms of the Mortgage Loan DocumentsDocuments and the Co-Lender Agreement; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, ’s reasonable satisfaction, the Trustee or the Certificate Administrator shall provide notice thereof to the Certificateholders. Neither the Trustee nor the Certificate Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Servicer, or the Special Servicer and accepted by the Trustee or the Certificate Administrator, as applicablethe case may be, may or may not act upon samein good faith, pursuant to this Agreement. (c) Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, or its own willful misconduct or bad faith; provided, however, that: (i) no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, Administrator and each of the Trustee and the Certificate Administrator, as applicable, Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or the Certificate Administrator (including those provided pursuant to Section 10.1) and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) neither the Trustee nor and the Certificate Administrator shall not be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, Trustee or the Certificate Administrator or such Responsible Officer Officer, as applicable, was negligent in ascertaining the pertinent facts; (iii) neither the Trustee nor and the Certificate Administrator shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (iv) neither the Trustee nor and the Certificate Administrator shall not be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor Depositor, the Borrower or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither subject to the other provisions of this Agreement and without limiting the generality of Sections 8.1 and 8.2, the Trustee nor shall have no duty except in the Certificate Administratorcapacity as a successor Servicer or successor Special Servicer (A) to record, as applicablefile or deposit this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, shall in any way be liable by reason or to maintain of any insufficiency in such recording or filing or depositing or any re-recording, refiling or redepositing thereof, (B) to maintain any insurance, and (C) to confirm or verify the Trust Fund unless it is determined by a court contents of competent jurisdiction that any reports or certificates of the Trustee’s Servicer or the Special Servicer delivered to the Trustee or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated Administrator pursuant to investigate whether any information provided to or received this Agreement reasonably believed by the Trustee or the Certificate Administrator, as applicable, with respect Administrator to be genuine and to have been signed or presented by the Mortgage Loan proper party or the Trust Interests is required to maintained on a confidential basisparties; and (viivi) for all purposes under this Agreement, neither the Trustee nor and the Certificate Administrator shall not be required to take any action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, Event unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or and the Certificate Administrator, as applicable Administrator may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, (ii) exercise any of its rights or powers or take any action if it determines such exercise or action is contrary to law or (iiiii) perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except, except with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall or have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and the Certificate Administrator hereunder, as applicable.

Duties of the Trustee and the Certificate Administrator. (a) The TrusteeEach of the Trustee and the Certificate Administrator, and with respect to the Trustee prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver of any Servicer Termination Event or Special Servicer Termination Event, as the case may be, Event that may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. None of Neither the Depositor, Depositor nor the Servicer or nor the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, Event has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4Section 7.3, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such their exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s own affairs. Any permissive right of the Trustee or the Certificate Administrator set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Whole Loan on behalf of the Trust Interest Owners Certificateholders and the Companion Loan HoldersHolders (or, if a Companion Loan Holder is an Other Securitization Trust, the related Other Depositor or Other Trustee), subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by and the Servicer or Special Servicer, as the case may be, pursuant to this Co-Lender Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that are specifically required to be furnished to such Person pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate shall make a request to the Depositor to have the instrument corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, ’s reasonable satisfaction, the Trustee or the Certificate Administrator shall provide notice thereof to the Certificateholders. Neither the Trustee nor the Certificate Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Servicer, or the Special Servicer and accepted by the Trustee or the Certificate Administrator, as applicablethe case may be, may or may not act upon samein good faith, pursuant to this Agreement. (c) Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, or its own willful misconduct or bad faith; , provided, however, that: (i) no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, Administrator and each of the Trustee and the Certificate Administrator, as applicable, Administrator may request and conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or the Certificate Administrator (including those provided pursuant to Section 10.1) and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) neither the Trustee nor and the Certificate Administrator shall not be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, Trustee or the Certificate Administrator or such Responsible Officer Officer, as applicable, was negligent in ascertaining the pertinent facts; (iii) neither the Trustee nor and the Certificate Administrator shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (iv) neither for all purposes under this Agreement, the Trustee nor and the Certificate Administrator shall not be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act act, breach or failure of any Person, or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice notice, pursuant to Section 10.4, of such failure from the Servicer, the Special Servicer, the Depositor Depositor, the Loan Borrowers or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates;. (v) neither subject to the other provisions of this Agreement and without limiting the generality of Sections 8.1 and 8.2, the Trustee nor shall have no duty except in the Certificate Administratorcapacity as a successor Servicer or successor Special Servicer (A) to see to any recording, as applicablefiling or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, shall in any way be liable by reason or to see to the maintenance of any insufficiency such recording or filing or depositing or to any re-recording, re-filing or redepositing thereof (except as set forth in Section 2.1(b)), (B) to see to any insurance, and (C) to confirm or verify the Trust Fund unless it is determined by a court contents of competent jurisdiction that any reports or certificates of the Trustee’s Servicer or the Special Servicer delivered to the Trustee or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated Administrator pursuant to investigate whether any information provided to or received this Agreement reasonably believed by the Trustee or the Certificate Administrator, as applicable, with respect Administrator to be genuine and to have been signed or presented by the Mortgage Loan proper party or the Trust Interests is required to maintained on a confidential basisparties; and (viivi) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall not be required to take any action with respect to, and neither the Certificate Administrator or Trustee shall be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, Event unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or and the Certificate Administrator, as applicable Administrator may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except, except with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall or have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and the Certificate Administrator hereunder, as applicable. In no event shall the Certificate Administrator or Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond the Certificate Administrator’s or Trustee’s control, including, but not limited to force majeure or acts of God. (e) The Servicer, the Special Servicer or the Trustee may at any time request from the Certificate Administrator written confirmation of whether a Control Termination Event occurred during the previous calendar year and the Certificate Administrator shall deliver such confirmation, based on information in its possession, to the requesting party within fifteen (15) days of such request. (f) The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 (or successor provisions) to any REMIC and (ii) to avoid payment by any REMIC under Section 6226 (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any Holder of any Residual Ownership Interest of any REMIC, past or present. A Holder of any Residual Ownership Interest in any REMIC agrees, by acquiring such interest, to any such elections and to the Certificate Administrator’s acting as agent for any tax matters person or other representative of a REMIC that can be designated under the Code. (g) Knowledge by the Trustee or the Certificate Administrator in one capacity shall not be deemed knowledge in any other capacity.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as of which a Responsible Officer of the case may be, Trustee has actual knowledge and after the curing or waiver of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None Agreement and no permissive right of the Depositor, the Servicer or the Special Servicer Trustee shall be obligated to monitor or supervise construed as a duty. During the performance by the Trustee or the Certificate Administrator continuance of its duties hereunder. In case a Servicer Termination Event or of which a Special Servicer Termination Event, as Responsible Officer of the case may be, Trustee has occurred (which has not been cured or waived)actual knowledge, the Trustee, subject to the provisions of Sections 7.2 Section 7.02 and 7.4Section 7.04 of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such its exercise, as a prudent institution person would exercise or use under the circumstances in the conduct of such institutionperson’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreementduty. (b) Subject to Sections 8.2(a) and 8.3, each Each of the Trustee and the Certificate Administrator, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this AgreementAgreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting to the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website), shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity accuracy or enforceability content of any such aforementioned document furnished by any resolution, certificate, statement, opinion, report, document, order or other party hereto, and instrument provided to it hereunder if accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found not to conform on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument correctedshall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or Certificate Administrator (if the Certificate Administrator, as applicable, may Administrator requested the corrected instrument or may not act upon samedirection from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders. (c) Subject Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.38.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or its own bad faith; and provided, howeverfurther, that: (i) Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates resolutions, certificates, statements, reports, opinions, documents, orders or opinions other instruments furnished to the Trustee and/or or the Certificate Administrator and conforming Administrator, as applicable, that conform on their face to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by without responsibility for investigating the proper authorities respecting any matters arising hereundercontents thereof; (ii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer of or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencingentitled to greater than 50% of the Percentage Interests (or such other percentage as is specified herein for such action) of each affected Class, in the aggregate, not less than 25% or of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this Agreement; (iv) neither Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement; (v) Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder; (vi) Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure by the Servicer to act or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence breach of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action Person unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failureact, failure to act or circumstance breach or receives written notice of such act, failure to act or breach from any other party to this Agreement, any Certificateholder or Certificate Owner, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative; and (vii) Except in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud, in no event shall the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason for special, punitive, indirect or consequential loss or damage of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administratorkind whatsoever (including but not limited to lost profits), as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by even if the Trustee or the Certificate Administrator, as applicable, with respect to has been advised of the Mortgage Loan likelihood of such loss or damage and regardless of the form of action. None of the provisions contained in this Agreement shall require the Trustee or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this AgreementCertificate Administrator, neither the in its capacity as Trustee nor or the Certificate Administrator shall be required Administrator, as applicable, to take any action with respect toexpend or risk its own funds, or be deemed to have notice or knowledge otherwise incur financial liability in the performance of any Mortgage Loan Event of Defaultits duties hereunder, Servicer Termination Event or Special Servicer Termination Eventin the exercise of any of its rights or powers, unless a Responsible Officer if in the opinion of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) . None of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer (other than the obligations to make Advances under Sections 3.20 and 4.06 of this Agreement), the Special Servicer, the Certificate Administrator, the Operating Advisor or the Special Servicer Asset Representations Reviewer under this Agreement, except, with respect to the Trustee, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything None of the provisions contained hereinin this Agreement shall in any event require the Certificate Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Asset Representations Reviewer under this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in connection with its commercial capacity or at its discretion). (d) The Operating Advisor, the duties assumed by Master Servicer, the Authenticating Agent, and the Certificate Registrar hereunder, unless Special Servicer or the Trustee or may at any time request from the Certificate Administrator is acting in written confirmation of whether any such capacity hereunder; providedControl Termination Event, further, that in any such capacity Consultation Termination Event or 000 Xxxxx Xxxxxx Operating Advisor Consultation Trigger Event occurred during the Trustee previous calendar year and the Certificate Administrator shall have all deliver such confirmation, based on information in its possession, to the requesting party within ten (10) Business Days of such request. Further, the Certificate Administrator shall post a “special notice” on the Certificate Administrator’s Website within ten (10) days of its determination (or its receipt of notice) of the rightscommencement or cessation of any Control Termination Event, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicableConsultation Termination Event or 000 Xxxxx Xxxxxx Operating Advisor Consultation Trigger Event.

Duties of the Trustee and the Certificate Administrator. (a) The TrusteeTrustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver waiving of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust undertake to perform such duties and only such duties as are specifically set forth in this Agreement. None of the Depositor, the Servicer or the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case If a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, has occurred (which has not been cured or waived)occurs and is continuing, the Trustee, subject to the provisions of Sections 7.2 and 7.4, Trustee shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such exercise, their exercise as a prudent institution person would exercise or use under the circumstances in the conduct of such institution’s his own affairs. Any permissive right of the Trustee set forth and the Certificate Administrator contained in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the The Trustee and or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that which are specifically required to be furnished pursuant to any provision of this AgreementAgreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II), shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take Administrator shall notify the party providing such action as it deems appropriate to have instrument and requesting the instrument corrected, and if the instrument is not corrected to the Trustee’s correction thereof. The Trustee or the Certificate Administrator’sAdministrator shall not be responsible for the accuracy or content of any resolution, as applicablecertificate, reasonable satisfactionstatement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate AdministratorAdministrator in good faith, as applicable, may or may not act upon samepursuant to this Agreement. (c) Subject to Section 8.3, no No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or bad faith; provided, however, that: (i) Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or and the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and the Certificate Administrator, as applicable, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or the Certificate Administrator and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (ii) neither Neither the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, as applicablerespectively, unless it shall be proved that the Trustee, Trustee or the Certificate Administrator or such Responsible Officer Administrator, respectively, was negligent in ascertaining the pertinent facts;; and (iii) neither the The Trustee nor and the Certificate Administrator shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in entitled to direct the aggregate, not less than 25% Trustee and/or Certificate Administrator pursuant to the terms of the Voting Rights of the Certificatesthis Agreement, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; Agreement (iv) neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer higher percentage of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Eventaction). (d) None of The Certificate Administrator shall make available via its internet website initially located at wxx.xxxxxxx.xxx to the provisions contained in this Agreement shall in any event require the Trustee or Serviced Companion Holders all reports that the Certificate Administrator has made available to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer Certificateholders under this Agreement, except, with respect Agreement to the Trustee, during extent such time, if any, as reports relate to the Trustee shall be related Serviced Companion Loan and upon the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms submission of an Investor Certification pursuant to this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicable.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as of which a Responsible Officer of the case may be, Trustee has actual knowledge and after the curing or waiver of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None Agreement and no permissive right of the Depositor, the Servicer or the Special Servicer Trustee shall be obligated to monitor or supervise construed as a duty. During the performance by the Trustee or the Certificate Administrator continuance of its duties hereunder. In case a Servicer Termination Event or of which a Special Servicer Termination Event, as Responsible Officer of the case may be, Trustee has occurred (which has not been cured or waived)actual knowledge, the Trustee, subject to the provisions of Sections 7.2 Section 7.02 and 7.4Section 7.04 of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such its exercise, as a prudent institution person would exercise or use under the circumstances in the conduct of such institutionperson’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreementduty. (b) Subject to Sections 8.2(a) and 8.3, each Each of the Trustee and the Certificate Administrator, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity accuracy or enforceability content of any such aforementioned document furnished by any resolution, certificate, statement, opinion, report, document, order or other party hereto, and instrument provided to it hereunder if accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found not to conform on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument correctedshall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or Certificate Administrator (if the Certificate Administrator, as applicable, may Administrator requested the corrected instrument or may not act upon samedirection from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders. (c) Subject Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.38.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or its own bad faith; and provided, howeverfurther, that: (i) Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates resolutions, certificates, statements, reports, opinions, documents, orders or opinions other instruments furnished to the Trustee and/or or the Certificate Administrator and conforming Administrator, as applicable, that conform on their face to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by without responsibility for investigating the proper authorities respecting any matters arising hereundercontents thereof; (ii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer of or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less entitled to greater than 2550% of the Percentage Interests (or such other percentage as is specified herein) of each affected Class, or of the aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this Agreement; (iv) neither Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement; (v) Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder; and (vi) Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure by the Servicer to act or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence breach of any of the events referred to in Section 7.1 or any other act or circumstance Person upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action act, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure. Each of the Trustee and the Certificate Administrator shall be deemed to have actual knowledge of the Master Servicer’s or the Special Servicer’s failure to provide scheduled reports, act or circumstance or certificates and statements when and as required to be delivered to the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders pursuant to this Agreement. None of the Certificates evidencing, provisions contained in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither this Agreement shall require the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, in its capacity as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan expend or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect torisk its own funds, or be deemed to have notice or knowledge otherwise incur financial liability in the performance of any Mortgage Loan Event of Defaultits duties hereunder, Servicer Termination Event or Special Servicer Termination Eventin the exercise of any of its rights or powers, unless a Responsible Officer if in the opinion of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee or (ii) the Certificate Administrator, as applicable, to perform, or or, with respect to the Trustee, be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer or the Special Servicer Operating Advisor under this Agreement, except, with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee its commercial capacity or at its discretion). (d) The Operating Advisor may at any time request from the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity written confirmation of whether a Control Termination Event occurred during the Trustee previous calendar year and the Certificate Administrator shall have all deliver such confirmation, based on information in its possession, to the Operating Advisor within 15 days of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicablesuch request.

Duties of the Trustee and the Certificate Administrator. (a) The TrusteeEach of the Trustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver of any Servicer Termination Event or Special Servicer Termination Event, as the case may be, Event that may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None of Neither the Depositor, Depositor nor the Servicer or nor the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, Event has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such their exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s own affairs. Any permissive right of the Trustee or the Certificate Administrator set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Whole Loan on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders, subject to the terms of the Mortgage Loan DocumentsDocuments and the Co-Lender Agreement; provided, however, that the Lenderlender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that are specifically required to be furnished to it pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, ’s reasonable satisfaction, the Trustee or the Certificate Administrator, as applicable, may or may not act upon same. (c) Subject to Section 8.3, no provision of this Agreement Administrator shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, or its own willful misconduct or bad faith; provided, however: (i) no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, and each of the Trustee and the Certificate Administrator, as applicable, may conclusively rely, as provide notice thereof to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or the Certificate Administrator and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) neither Certificateholders. Neither the Trustee nor the Certificate Administrator shall be liable responsible for an error the accuracy or content of judgment made in good faith any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the TrusteeDepositor, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither the Trustee nor the Certificate Administrator shall be liable with respect to any action takenServicer, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (iv) neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received and accepted by the Trustee or the Certificate Administrator, as applicablethe case may be, with respect in good faith, pursuant to the Mortgage Loan or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except, with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicable.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as of which a Responsible Officer of the case may be, Trustee has actual knowledge and after the curing or waiver of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None Agreement and no permissive right of the Depositor, the Servicer or the Special Servicer Trustee shall be obligated to monitor or supervise construed as a duty. During the performance by the Trustee or the Certificate Administrator continuance of its duties hereunder. In case a Servicer Termination Event or of which a Special Servicer Termination Event, as Responsible Officer of the case may be, Trustee has occurred (which has not been cured or waived)actual knowledge, the Trustee, subject to the provisions of Sections 7.2 Section 7.02 and 7.4Section 7.04 of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such its exercise, as a prudent institution person would exercise or use under the circumstances in the conduct of such institutionperson’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreementduty. (b) Subject to Sections 8.2(a) and 8.3, each Each of the Trustee and the Certificate Administrator, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity accuracy or enforceability content of any such aforementioned document furnished by any resolution, certificate, statement, opinion, report, document, order or other party hereto, and instrument provided to it hereunder if accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found not to conform on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument correctedshall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or Certificate Administrator (if the Certificate Administrator, as applicable, may Administrator requested the corrected instrument or may not act upon samedirection from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders. (c) Subject Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.38.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or its own bad faith; and provided, howeverfurther, that: (i) Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates resolutions, certificates, statements, reports, opinions, documents, orders or opinions other instruments furnished to the Trustee and/or or the Certificate Administrator and conforming Administrator, as applicable, that conform on their face to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by without responsibility for investigating the proper authorities respecting any matters arising hereundercontents thereof; (ii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer of or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less entitled to greater than 2550% of the Percentage Interests (or such other percentage as is specified herein) of each affected Class, or of the aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this Agreement; (iv) neither Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement; (v) Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder; (vi) Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure by the Servicer to act or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence breach of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action Person unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failurefailure or receives written notice of such act, failure to act or circumstance breach from any other party to this Agreement, any Certificateholder or Beneficial Owner, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative; and (vii) Except in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud, in no event shall the Trustee or the Certificate Administrator be liable for special, punitive, 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 has been advised of the likelihood of such loss or damage and regardless of the form of action. None of the provisions contained in this Agreement shall require the Trustee or the Certificate Administrator, in its capacity as Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicerto expend or risk its own funds, the Special Servicer, the Depositor or Holders of the Certificates evidencing, otherwise incur financial liability in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason performance of any insufficiency of its duties hereunder, or in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge exercise of any Mortgage Loan Event of Defaultits rights or powers, Servicer Termination Event or Special Servicer Termination Event, unless a Responsible Officer if in the opinion of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) . None of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer (other than the obligations to make Advances under Sections 3.20 and 4.06 of this Agreement), the Special Servicer or the Special Servicer Certificate Administrator under this Agreement, except, with respect to the Trustee, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer, the Special Servicer or the Special Servicer Certificate Administrator in accordance with the terms of this Agreement. Notwithstanding anything None of the provisions contained hereinin this Agreement shall in any event require the the Certificate Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer, the Trustee or the Operating Advisor under this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in connection with its commercial capacity or at its discretion). (d) The Operating Advisor, the duties assumed by Master Servicer, the Authenticating Agent, and the Certificate Registrar hereunder, unless Special Servicer or the Trustee or may at any time request from the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity written confirmation of whether a Control Termination Event occurred during the Trustee previous calendar year and the Certificate Administrator shall have all deliver such confirmation, based on information in its possession, to the requesting party within 10 Business Days of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicablesuch request.

Duties of the Trustee and the Certificate Administrator. (a) The TrusteeTrustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver waiving of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust undertake to perform such duties and only such duties as are specifically set forth in this Agreement. None of the Depositor, the Servicer or the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case If a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, has occurred (which has not been cured or waived)occurs and is continuing, the Trustee, subject to the provisions of Sections 7.2 and 7.4, Trustee shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such exercise, their exercise as a prudent institution person would exercise or use under the circumstances in the conduct of such institution’s his own affairs. Any permissive right of the Trustee set forth and the Certificate Administrator contained in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the The Trustee and or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that which are specifically required to be furnished pursuant to any provision of this AgreementAgreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II), shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take Administrator shall notify the party providing such action as it deems appropriate to have instrument and requesting the instrument corrected, and if the instrument is not corrected to the Trustee’s correction thereof. The Trustee or the Certificate Administrator’sAdministrator shall not be responsible for the accuracy or content of any resolution, as applicablecertificate, reasonable satisfactionstatement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate AdministratorAdministrator in good faith, as applicable, may or may not act upon samepursuant to this Agreement. (c) Subject to Section 8.3, no No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or bad faith; provided, however, that: (i) Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or and the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and the Certificate Administrator, as applicable, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or the Certificate Administrator and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (ii) neither Neither the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, as applicablerespectively, unless it shall be proved that the Trustee, Trustee or the Certificate Administrator or such Responsible Officer Administrator, respectively, was negligent in ascertaining the pertinent facts;; and (iii) neither the The Trustee nor and the Certificate Administrator shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in entitled to direct the aggregate, not less than 25% Trustee and/or Certificate Administrator pursuant to the terms of the Voting Rights of the Certificatesthis Agreement, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; Agreement (iv) neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer higher percentage of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Eventaction). (d) None of The Certificate Administrator shall make available via its internet website initially located at xxx.xxxxxxx.xxx to the provisions contained in this Agreement shall in any event require the Trustee or Companion Holders all reports that the Certificate Administrator has made available to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer Certificateholders under this Agreement, except, with respect Agreement to the Trustee, during extent such time, if any, as reports relate to the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicablerelated Companion Loan.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver of any Servicer Termination Event or Special Servicer Termination Event, as the case may be, Event that may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. None of the Depositor, Neither the Servicer or nor the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, Event has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.47.3, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such their exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, duty and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners Certificateholders and the Companion Loan HoldersHolders (or, if any Companion Loan Holder is an Other Securitization Trust, the related Other Depositor and any other party to any Other Pooling and Servicing Agreement) subject to the terms of the Mortgage Loan DocumentsDocuments and the Co-Lender Agreement; provided, however, that the Lenderlender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or the Special Servicer, as the case may be, pursuant to this Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Certificate Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument corrected. Neither the Trustee nor the Certificate Administrator shall be responsible for the accuracy or content of any resolution, and if certificate, statement, opinion, report, document, order or other instrument furnished by the instrument is not corrected to Depositor, the Trustee’s Servicer, or the Certificate Administrator’sSpecial Servicer and accepted by it in good faith, as applicable, reasonable satisfaction, the Trustee or the Certificate Administrator, as applicable, may or may not act upon samepursuant to this Agreement. (c) Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, or its own willful misconduct or bad faith; provided, however, that: (i) no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, as applicable, and each of the Trustee and or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or the Certificate Administrator it (including those provided pursuant to Section 11.1) and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) neither the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, Trustee or the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither the Trustee nor the Certificate Administrator shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (iv) neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, applicable obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor Depositor, the Borrower or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) subject to the other provisions of this Agreement and without limiting the generality of Sections 8.1 and 8.2, except as otherwise expressly provided herein, neither the Trustee (except in the capacity as a successor Servicer or successor Special Servicer) nor the Certificate AdministratorAdministrator shall have any duty (A) to see to any recording, as applicablefiling or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, shall in any way be liable by reason or to see to the maintenance of any insufficiency in such recording or filing or depositing or to any re-recording, refiling or redepositing thereof, (B) to see to any insurance, and (C) to confirm or verify the Trust Fund unless it is determined by a court contents of competent jurisdiction that any reports or certificates of the Trustee’s Servicer or the Certificate Administrator, as applicable, negligence, bad faith Special Servicer delivered to it pursuant to this Agreement reasonably believed by it to be genuine and to have been signed or willful misconduct was presented by the primary cause of such insufficiencyproper party or parties; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Event, Special Servicer Termination EventEvent or any act, failure or breach or of any Person upon the occurrence of which the Trustee or the Certificate Administrator may be required to act unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except, with respect to the Trustee, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability in connection with the duties assumed by the The Authenticating Agent, Agent and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee and the Certificate Administrator shall each have all of the rights, protections and indemnities provided to it as Trustee and the Certificate Administrator hereunder, as applicable.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as of which a Responsible Officer of the case may be, Trustee has actual knowledge and after the curing or waiver of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None Agreement and no permissive right of the Depositor, the Servicer or the Special Servicer Trustee shall be obligated to monitor or supervise construed as a duty. During the performance by the Trustee or the Certificate Administrator continuance of its duties hereunder. In case a Servicer Termination Event or of which a Special Servicer Termination Event, as Responsible Officer of the case may be, Trustee has occurred (which has not been cured or waived)actual knowledge, the Trustee, subject to the provisions of Sections 7.2 Section 7.02 and 7.4Section 7.04 of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such its exercise, as a prudent institution person would exercise or use under the circumstances in the conduct of such institutionperson’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreementduty. (b) Subject to Sections 8.2(a) and 8.3, each Each of the Trustee and the Certificate Administrator, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this AgreementAgreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting to the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website), shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity accuracy or enforceability content of any such aforementioned document furnished by any resolution, certificate, statement, opinion, report, document, order or other party hereto, and instrument provided to it hereunder if accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found not to conform on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument correctedshall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or Certificate Administrator (if the Certificate Administrator, as applicable, may Administrator requested the corrected instrument or may not act upon samedirection from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Trust Certificateholders and the Uncertificated Interest Owners. (c) Subject Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.38.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or its own bad faith; and provided, howeverfurther, that: (i) Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates resolutions, certificates, statements, reports, opinions, documents, orders or opinions other instruments furnished to the Trustee and/or or the Certificate Administrator and conforming Administrator, as applicable, that conform on their face to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by without responsibility for investigating the proper authorities respecting any matters arising hereundercontents thereof; (ii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer of or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencingentitled to greater than 50% of the Percentage Interests (or such other percentage as is specified herein for such action) of each affected Class, in the aggregate, not less than 25% or of the Voting Rights of the Trust Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this Agreement; (iv) neither Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement; (v) Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Trust Certificateholders hereunder; (vi) Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure by the Servicer to act or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence breach of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action Person unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failureact, failure to act or circumstance breach or receives written notice of such act, failure to act or breach from any other party to this Agreement, any Trust Certificateholder or Certificate Owner, an Uncertificated Interest Owner, a Risk Retention Consultation Party, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative; and (vii) Except in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud, in no event shall the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason for special, punitive, indirect or consequential loss or damage of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administratorkind whatsoever (including but not limited to lost profits), as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by even if the Trustee or the Certificate Administrator, as applicable, with respect to has been advised of the Mortgage Loan likelihood of such loss or damage and regardless of the form of action. None of the provisions contained in this Agreement shall require the Trustee or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this AgreementCertificate Administrator, neither the in its capacity as Trustee nor or the Certificate Administrator shall be required Administrator, as applicable, to take any action with respect toexpend or risk its own funds, or be deemed to have notice or knowledge otherwise incur financial liability in the performance of any Mortgage Loan Event of Defaultits duties hereunder, Servicer Termination Event or Special Servicer Termination Eventin the exercise of any of its rights or powers, unless a Responsible Officer if in the opinion of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) . None of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Special Servicer Asset Representations Reviewer under this Agreement, except, with respect to the Trustee, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything None of the provisions contained hereinin this Agreement shall in any event require the Certificate Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer (other than the obligations to make Advances under Sections 3.20 and 4.06 of this Agreement), the Special Servicer, the Trustee, the Operating Advisor or the Asset Representations Reviewer under this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in connection with its commercial capacity or at its discretion). (d) The Operating Advisor, the duties assumed by Master Servicer, the Authenticating Agent, and the Certificate Registrar hereunder, unless Special Servicer or the Trustee or may at any time request from the Certificate Administrator is acting in written confirmation of whether any such capacity hereunder; providedControl Termination Event, furtherConsultation Termination Event, that in any such capacity Loan-Specific Control Termination Event, Loan-Specific Consultation Termination Event or Operating Advisor Consultation Trigger Event occurred during the Trustee previous calendar year and the Certificate Administrator shall have all deliver such confirmation, based on information in its possession, to the requesting party within ten (10) Business Days of such request. Further, the Certificate Administrator shall post a “special notice” on the Certificate Administrator’s Website within ten (10) days of its determination (or its receipt of notice) of the rightscommencement or cessation of any Control Termination Event, protections and indemnities provided to it as Trustee and Certificate Administrator hereunderConsultation Termination Event, as applicableLoan-Specific Control Termination Event, Loan-Specific Consultation Termination Event or Operating Advisor Consultation Trigger Event.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as of which a Responsible Officer of the case may be, Trustee has actual knowledge and after the curing or waiver of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None Agreement and no permissive right of the Depositor, the Servicer or the Special Servicer Trustee shall be obligated to monitor or supervise construed as a duty. During the performance by the Trustee or the Certificate Administrator continuance of its duties hereunder. In case a Servicer Termination Event or of which a Special Servicer Termination Event, as Responsible Officer of the case may be, Trustee has occurred (which has not been cured or waived)actual knowledge, the Trustee, subject to the provisions of Sections 7.2 Section 7.02 and 7.4Section 7.04 of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such its exercise, as a prudent institution person would exercise or use under the circumstances in the conduct of such institutionperson’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreementduty. (b) Subject to Sections 8.2(a) and 8.3, each Each of the Trustee and the Certificate Administrator, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this AgreementAgreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting to the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website), shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity accuracy or enforceability content of any such aforementioned document furnished by any resolution, certificate, statement, opinion, report, document, order or other party hereto, and instrument provided to it hereunder if accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found not to conform on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument correctedshall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or Certificate Administrator (if the Certificate Administrator, as applicable, may Administrator requested the corrected instrument or may not act upon samedirection from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Trust Certificateholders and the Uncertificated Interest Owners. (c) Subject Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.38.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or its own bad faith; and provided, howeverfurther, that: (i) Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates resolutions, certificates, statements, reports, opinions, documents, orders or opinions other instruments furnished to the Trustee and/or or the Certificate Administrator and conforming Administrator, as applicable, that conform on their face to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by without responsibility for investigating the proper authorities respecting any matters arising hereundercontents thereof; (ii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer of or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencingentitled to greater than 50% of the Percentage Interests (or such other percentage as is specified herein for such action) of each affected Class, in the aggregate, not less than 25% or of the Voting Rights of the Trust Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this Agreement; (iv) neither Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement; (v) Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Trust Certificateholders hereunder; (vi) Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure by the Servicer to act or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence breach of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action Person unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failureact, failure to act or circumstance breach or receives written notice of such act, failure to act or breach from any other party to this Agreement, any Trust Certificateholder or Certificate Owner, an Uncertificated Interest Owner, a Risk Retention Consultation Party, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative; and (vii) Except in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud, in no event shall the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason for special, punitive, indirect or consequential loss or damage of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administratorkind whatsoever (including but not limited to lost profits), as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by even if the Trustee or the Certificate Administrator, as applicable, with respect to has been advised of the Mortgage Loan likelihood of such loss or damage and regardless of the form of action. None of the provisions contained in this Agreement shall require the Trustee or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this AgreementCertificate Administrator, neither the in its capacity as Trustee nor or the Certificate Administrator shall be required Administrator, as applicable, to take any action with respect toexpend or risk its own funds, or be deemed to have notice or knowledge otherwise incur financial liability in the performance of any Mortgage Loan Event of Defaultits duties hereunder, Servicer Termination Event or Special Servicer Termination Eventin the exercise of any of its rights or powers, unless a Responsible Officer if in the opinion of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) . None of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer (other than the obligations to make Advances under Sections 3.20 and 4.06 of this Agreement), the Special Servicer, the Certificate Administrator, the Operating Advisor or the Special Servicer Asset Representations Reviewer under this Agreement, except, with respect to the Trustee, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything None of the provisions contained hereinin this Agreement shall in any event require the Certificate Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Asset Representations Reviewer under this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in connection with its commercial capacity or at its discretion). (d) The Operating Advisor, the duties assumed by Master Servicer, the Authenticating Agent, and the Certificate Registrar hereunder, unless Special Servicer or the Trustee or may at any time request from the Certificate Administrator is acting in written confirmation of whether any such capacity hereunder; providedControl Termination Event, furtherConsultation Termination Event, that in any such capacity Loan-Specific Control Termination Event, Loan-Specific Consultation Termination Event or Operating Advisor Consultation Trigger Event occurred during the Trustee previous calendar year and the Certificate Administrator shall have all deliver such confirmation, based on information in its possession, to the requesting party within ten (10) Business Days of such request. Further, the Certificate Administrator shall post a “special notice” on the Certificate Administrator’s Website within ten (10) days of its determination (or its receipt of notice) of the rightscommencement or cessation of any Control Termination Event, protections and indemnities provided to it as Trustee and Certificate Administrator hereunderConsultation Termination Event, as applicableLoan-Specific Control Termination Event, Loan-Specific Consultation Termination Event or Operating Advisor Consultation Trigger Event.

Duties of the Trustee and the Certificate Administrator. (a) The TrusteeTrustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver waiving of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust undertake to perform such duties and only such duties as are specifically set forth in this Agreement. None of the Depositor, the Servicer or the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case If a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, has occurred (which has not been cured or waived)occurs and is continuing, the Trustee, subject to the provisions of Sections 7.2 and 7.4, Trustee shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such exercise, their exercise as a prudent institution person would exercise or use under the circumstances in the conduct of such institution’s his own affairs. Any permissive right of the Trustee set forth and the Certificate Administrator contained in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the The Trustee and or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that which are specifically required to be furnished pursuant to any provision of this AgreementAgreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II), shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take Administrator shall notify the party providing such action as it deems appropriate to have instrument and requesting the instrument corrected, and if the instrument is not corrected to the Trustee’s correction thereof. The Trustee or the Certificate Administrator’sAdministrator shall not be responsible for the accuracy or content of any resolution, as applicablecertificate, reasonable satisfactionstatement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate AdministratorAdministrator in good faith, as applicable, may or may not act upon samepursuant to this Agreement. (c) Subject to Section 8.3, no No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or bad faith; provided, however, that: (i) Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or and the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and the Certificate Administrator, as applicable, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or the Certificate Administrator and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunderAgreement; (ii) neither Neither the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, as applicablerespectively, unless it shall be proved that the Trustee, Trustee or the Certificate Administrator or such Responsible Officer Administrator, respectively, was negligent in ascertaining the pertinent facts;; and (iii) neither the The Trustee nor and the Certificate Administrator shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in entitled to direct the aggregate, not less than 25% Trustee and/or Certificate Administrator pursuant to the terms of the Voting Rights of the Certificatesthis Agreement, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; Agreement (iv) neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer higher percentage of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Eventaction). (d) None The Certificate Administrator shall make available via its internet website initially located at xxx.xxxxxxx.xxx to the holders of the provisions contained in this Agreement shall in any event require the Trustee or Serviced Companion Loans all reports that the Certificate Administrator has made available to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer Certificateholders under this Agreement, except, with respect Agreement to the Trustee, during extent such time, if any, as reports relate to the Trustee shall be related Serviced Companion Loan and upon the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms submission of an Investor Certification pursuant to this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicable.

Duties of the Trustee and the Certificate Administrator. (a) The TrusteeEach of the Trustee and the Certificate Administrator, prior to the occurrence of an Event of Default of which a Servicer Termination Event Responsible Officer of the Trustee or Special Servicer Termination Eventthe Certificate Administrator, as the case may beapplicable, has actual knowledge and after the curing or waiver of any Servicer Termination Event or Special Servicer Termination Event, as the case may be, that all Events of Default which may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None of the Depositor, the Servicer or the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Trustee or the Certificate Administrator Administrator, as applicable, shall be construed as a duty and duty. During the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part continuance of an Event of Default of which a Responsible Officer of the Certificate Administrator in Trustee has actual knowledge, the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan HoldersTrustee, subject to the terms provisions of Section 7.02 and Section 7.04 of this Agreement, shall exercise such of the Mortgage Loan Documents; providedrights and powers vested in it by this Agreement, howeverand use the same degree of care and skill in its exercise, that the Lender’s obligations as a prudent person would exercise or use under the Mortgage Loan Documents shall be exercised by circumstances in the Servicer or Special Servicer, as the case may be, pursuant to this Agreementconduct of such person’s own affairs. (b) Subject to Sections 8.2(a) and 8.3, each Each of the Trustee and the Certificate Administrator, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity accuracy or enforceability content of any such aforementioned document furnished by any resolution, certificate, statement, opinion, report, document, order or other party hereto, and instrument provided to it hereunder if accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found not to conform on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument correctedshall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction[, the Trustee or Certificate Administrator (if the Certificate Administrator, as applicable, may Administrator requested the corrected instrument or may not act upon samedirection from the Trustee if the Trustee requested the corrected instrument)] will provide notice thereof to the Certificateholders. (c) Subject Neither the Trustee[, the Certificate Administrator] nor any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.38.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or its own bad faith; and provided, howeverfurther, that: (i) Prior to the occurrence of an Event of Default or Trust Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after the curing or waiver of all such Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates resolutions, certificates, statements, reports, opinions, documents, orders or opinions other instruments furnished to the Trustee and/or or the Certificate Administrator and conforming Administrator, as applicable, that conform on their face to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by without responsibility for investigating the proper authorities respecting any matters arising hereundercontents thereof; (ii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer of or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less entitled to greater than 2550% of the Percentage Interests (or such other percentage as is specified herein) of each affected Class, or of the aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this Agreement; (iv) neither Neither the Trustee[, the Certificate Administrator] nor any of their respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not an Affiliate of the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Trust Advisor or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement; (v) Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder; and (vi) Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure by the Servicer to act or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence breach of any of the events referred to in Section 7.1 or any other act or circumstance Person upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action act, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure. Each of the Trustee and the Certificate Administrator shall be deemed to have actual knowledge of the Master Servicer’s or the Special Servicer’s failure to provide scheduled reports, act or circumstance or certificates and statements when and as required to be delivered to the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders pursuant to this Agreement. None of the Certificates evidencing, provisions contained in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither this Agreement shall require the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, in its capacity as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan expend or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect torisk its own funds, or be deemed to have notice or knowledge otherwise incur financial liability in the performance of any Mortgage Loan Event of Defaultits duties hereunder, Servicer Termination Event or Special Servicer Termination Eventin the exercise of any of its rights or powers, unless a Responsible Officer if in the opinion of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee or (ii) the Certificate Administrator, as applicable, to perform, or or, with respect to the Trustee, be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer or the Special Servicer Trust Advisor under this Agreement, except, with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee its commercial capacity or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicableat its discretion).

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as of which a Responsible Officer of the case may be, Trustee has actual knowledge and after the curing or waiver of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None Agreement and no permissive right of the Depositor, the Servicer or the Special Servicer Trustee shall be obligated to monitor or supervise construed as a duty. During the performance by the Trustee or the Certificate Administrator continuance of its duties hereunder. In case a Servicer Termination Event or of which a Special Servicer Termination Event, as Responsible Officer of the case may be, Trustee has occurred (which has not been cured or waived)actual knowledge, the Trustee, subject to the provisions of Sections 7.2 Section 7.02 and 7.4Section 7.04 of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such its exercise, as a prudent institution person would exercise or use under the circumstances in the conduct of such institutionperson’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreementduty. (b) Subject to Sections 8.2(a) and 8.3, each Each of the Trustee and the Certificate Administrator, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this AgreementAgreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting to the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website), shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity accuracy or enforceability content of any such aforementioned document furnished by any resolution, certificate, statement, opinion, report, document, order or other party hereto, and instrument provided to it hereunder if accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found not to conform on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument correctedshall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or Certificate Administrator (if the Certificate Administrator, as applicable, may Administrator requested the corrected instrument or may not act upon samedirection from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders and the Uncertificated VRR Interest Owners. (c) Subject Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.38.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or its own bad faith; and provided, howeverfurther, that: (i) Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates resolutions, certificates, statements, reports, opinions, documents, orders or opinions other instruments furnished to the Trustee and/or or the Certificate Administrator and conforming Administrator, as applicable, that conform on their face to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by without responsibility for investigating the proper authorities respecting any matters arising hereundercontents thereof; (ii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer of or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencingentitled to greater than 50% of the Percentage Interests (or such other percentage as is specified herein for such action) of each affected Class, in the aggregate, not less than 25% or of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this Agreement; (iv) neither Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement; (v) Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder; (vi) Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure by the Servicer to act or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence breach of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action Person unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failureact, failure to act or circumstance breach or receives written notice of such act, failure to act or breach from any other party to this Agreement, any Certificateholder or Certificate Owner, any Uncertificated VRR Interest Owner, a Risk Retention Consultation Party, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative; and (vii) Except in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud, in no event shall the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason for special, punitive, indirect or consequential loss or damage of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administratorkind whatsoever (including but not limited to lost profits), as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by even if the Trustee or the Certificate Administrator, as applicable, with respect to has been advised of the Mortgage Loan likelihood of such loss or damage and regardless of the form of action. None of the provisions contained in this Agreement shall require the Trustee or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this AgreementCertificate Administrator, neither the in its capacity as Trustee nor or the Certificate Administrator shall be required Administrator, as applicable, to take any action with respect toexpend or risk its own funds, or be deemed to have notice or knowledge otherwise incur financial liability in the performance of any Mortgage Loan Event of Defaultits duties hereunder, Servicer Termination Event or Special Servicer Termination Eventin the exercise of any of its rights or powers, unless a Responsible Officer if in the opinion of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) . None of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer (other than the obligations to make Advances under Sections 3.20 and 4.06 of this Agreement), the Special Servicer, the Certificate Administrator, the Operating Advisor or the Special Servicer Asset Representations Reviewer under this Agreement, except, with respect to the Trustee, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything None of the provisions contained hereinin this Agreement shall in any event require the Certificate Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Asset Representations Reviewer under this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in connection with its commercial capacity or at its discretion). (d) The Operating Advisor, the duties assumed by Master Servicer, the Authenticating Agent, and the Certificate Registrar hereunder, unless Special Servicer or the Trustee or may at any time request from the Certificate Administrator is acting in written confirmation of whether any such capacity hereunder; providedControl Termination Event, further, that in any such capacity Consultation Termination Event or Operating Advisor Consultation Trigger Event occurred during the Trustee previous calendar year and the Certificate Administrator shall have all deliver such confirmation, based on information in its possession, to the requesting party within ten (10) Business Days of such request. Further, the Certificate Administrator shall post a “special notice” on the Certificate Administrator’s Website within ten (10) days of its determination (or its receipt of notice) of the rightscommencement or cessation of any Control Termination Event, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicableConsultation Termination Event or Operating Advisor Consultation Trigger Event.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver of any Servicer Termination Event or Special Servicer Termination Event, as the case may be, that may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None of the Depositor, the Servicer or the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan HoldersHolder(s), subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Certificate Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or the Certificate Administrator, as applicable, may or may not act upon same. (c) Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, or its own willful misconduct or bad faith; provided, however: (i) no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, and each of the Trustee and the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or the Certificate Administrator and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) neither the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither the Trustee nor the Certificate Administrator shall be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (iv) neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except, with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicable.

Duties of the Trustee and the Certificate Administrator. (a) The TrusteeEach of the Trustee and the Certificate Administrator, and with respect to the Trustee prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver of any Servicer Termination Event or Special Servicer Termination Event, as the case may be, Event that may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. None of Neither the Depositor, Depositor nor the Servicer or nor the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, Event has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4Section 7.3, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such their exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s own affairs. Any permissive right of the Trustee or the Certificate Administrator set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Whole Loan on behalf of the Trust Interest Owners Certificateholders and the Companion Loan HoldersHolders (or, if a Companion Loan Holder is an Other Securitization Trust, the related Other Depositor or Other Trustee), subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by and the Servicer or Special Servicer, as the case may be, pursuant to this Co-Lender Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that are specifically required to be furnished to it pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate shall make a request to the Depositor to have the instrument corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, ’s reasonable satisfaction, the Trustee or the Certificate Administrator shall provide notice thereof to the Certificateholders. Neither the Trustee nor the Certificate Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Servicer, or the Special Servicer and accepted by the Trustee or the Certificate Administrator, as applicablethe case may be, may or may not act upon samein good faith, pursuant to this Agreement. (c) Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, or its own willful misconduct or bad faith; , provided, however, that: (i) no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, Administrator and each of the Trustee and the Certificate Administrator, as applicable, Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or the Certificate Administrator (including those provided pursuant to Section 10.1) and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) neither the Trustee nor and the Certificate Administrator shall not be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, Trustee or the Certificate Administrator or such Responsible Officer Officer, as applicable, was negligent in ascertaining the pertinent facts; (iii) neither the Trustee nor and the Certificate Administrator shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (iv) neither the Trustee nor and the Certificate Administrator shall not be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor Depositor, the Loan Borrowers or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates;. (v) neither subject to the other provisions of this Agreement and without limiting the generality of Sections 8.1 and 8.2, the Trustee nor shall have no duty except in the Certificate Administratorcapacity as a successor Servicer or successor Special Servicer (A) to see to any recording, as applicablefiling or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, shall in any way be liable by reason or to see to the maintenance of any insufficiency such recording or filing or depositing or to any re-recording, refiling or redepositing thereof (except as set forth in Section 2.1(b)), (B) to see to any insurance, and (C) to confirm or verify the Trust Fund unless it is determined by a court contents of competent jurisdiction that any reports or certificates of the Trustee’s Servicer or the Special Servicer delivered to the Trustee or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated Administrator pursuant to investigate whether any information provided to or received this Agreement reasonably believed by the Trustee or the Certificate Administrator, as applicable, with respect Administrator to be genuine and to have been signed or presented by the Mortgage Loan proper party or the Trust Interests is required to maintained on a confidential basisparties; and (viivi) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall not be required to take any action with respect to, and neither the Certificate Administrator or Trustee shall be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, Event unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or and the Certificate Administrator, as applicable Administrator may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except, except with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall or have liability in connection with the duties assumed by the Authenticating Agent, the Custodian, the 17g-5 Information Provider and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and the Certificate Administrator hereunder, as applicable. In no event shall the Certificate Administrator or Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond the Certificate Administrator’s or Trustee’s control, including, but not limited to force majeure or acts of God. (e) The Servicer, the Special Servicer or the Trustee may at any time request from the Certificate Administrator written confirmation of whether a Control Termination Event occurred during the previous calendar year and the Certificate Administrator shall deliver such confirmation, based on information in its possession, to the requesting party within 15 days of such request.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver of any Servicer Termination Event or Special Servicer Termination Event, as the case may be, that may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None of the Depositor, the Servicer or the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners Certificateholders and the Companion Loan HoldersHolder(s), subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Certificate Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or the Certificate Administrator, as applicable, may or may not act upon same. (c) Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, or its own willful misconduct or bad faith; provided, however: (i) no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, and each of the Trustee and the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or the Certificate Administrator and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) neither the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither the Trustee nor the Certificate Administrator shall be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (iv) neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Trust Interests Certificates is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except, with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicable.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to Trustee and the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver of any Servicer Termination Event or Special Servicer Termination Event, as the case may be, that may have occurred, undertakes with respect to the Trust Certificate Administrator each shall undertake to perform such duties and only such those duties as are specifically set forth in this Agreement. None of Agreement and no implied covenants or obligations shall be read into this Agreement against the Depositor, the Servicer Trustee or the Special Servicer shall be obligated to monitor or supervise the performance by Certificate Administrator. Any permissive right of the Trustee or the Certificate Administrator provided for in this Agreement shall not be construed as a duty of its duties hereunderthe Trustee or the Certificate Administrator. In case a Servicer Termination Event or a Special Servicer Termination Event, as The Trustee and the case may be, has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4, Certificate Administrator each shall exercise such of the rights and powers vested in it by this AgreementAgreement and following the occurrence and during the continuation of any Servicer Termination Event or Trust Advisor Termination Event hereunder, and the Trustee shall use the same degree of care and skill in such exercise, its exercise as a prudent institution Person would exercise or use under the circumstances in the conduct of such institutionPerson’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the The Trustee and or the Certificate Administrator, as applicable, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as the case may be, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth hereinAgreement; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by provided that the Trustee or the Certificate Administrator, as applicablethe case may be, in good faithshall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer or any other Person to it pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material mannerAgreement, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate Administrator shall request the providing party to have correct the instrument and if not so corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, Administrator shall inform the Trustee or the Certificate Administrator, as applicable, may or may not act upon sameCertificateholders. (c) Subject None of the Trustee, the Certificate Administrator or any of their respective directors, officers, employees, agents or Controlling Persons shall have any liability to Section 8.3the Trust or the Certificateholders arising out of or in connection with this Agreement, no except for their respective negligent failure to act or their own negligence, willful misconduct or bad faith. No provision of this Agreement shall be construed to relieve the Trustee or Trustee, the Certificate Administrator or any of their respective directors, officers, employees, agents or Controlling Persons from liability for its their own negligent action, its their own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its their own willful misconduct or bad faith; provided, howeverprovided that: (i) no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, and each none of the Trustee and the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or the Certificate Administrator and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) neither the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither the Trustee nor the Certificate Administrator any of their respective directors, officers, employees, agents or Controlling Persons shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with its reasonable business judgment and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement or or, to the extent not expressly inconsistent with the other terms of this Agreement, at the direction of Holders of Certificates evidencing, in the aggregate, evidencing not less than 25% a majority of the Voting Rights of all the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (iv) neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (vii) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason no provision of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers hereunder powers, if there are it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or ; (iiiii) perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except, with respect to the Trustee, during such time, if any, except as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability specifically provided hereunder in connection with the duties assumed by performance of its specific duties, none of the Authenticating AgentTrustee, and the Certificate Registrar hereunderAdministrator or any of their respective directors, unless officers, employees, agents or Controlling Persons shall be responsible for any act or omission of the Master Servicer, the Special Servicer, the Trust Advisor, the Depositor or any Seller, or for the acts or omissions of each other, including, without limitation, in connection with actions taken pursuant to this Agreement; (iv) the execution by the Trustee or the Certificate Administrator of any forms or plans of liquidation in connection with any REMIC Pool shall not constitute a representation by the Trustee or the Certificate Administrator as to the adequacy of such form or plan of liquidation; (v) none of the Trustee or the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action which is acting not incidental to its duties as Trustee or the Certificate Administrator, as applicable in any accordance with this Agreement. In such capacity hereunder; providedevent, furtherall legal expense and costs of such action shall be expenses and costs of the Trust, that in any such capacity and the Trustee and the Certificate Administrator shall have all be entitled to be reimbursed therefor from the Collection Account pursuant to Section 5.2(a)(I)(vi); and (vi) none of the rights, protections and indemnities provided to it as Trustee and or the Certificate Administrator hereundershall be charged with knowledge of any failure by the Master Servicer, the Special Servicer or the Trust Advisor or by each other to comply with its obligations under this Agreement or any act, failure, or breach of any Person upon the occurrence of which the Trustee or the Certificate Administrator may be required to act, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicablethe case may be, obtains actual knowledge of such failure.

Duties of the Trustee and the Certificate Administrator. (a) The TrusteeEach of the Trustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver of any Servicer Termination Event or Special Servicer Termination Event, as the case may be, Event that may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. None of Neither the Depositor, Depositor nor the Servicer or nor the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, Event has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such their exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s own affairs. Any permissive right of the Trustee or the Certificate Administrator set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Whole Loan on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders, subject to the terms of the Mortgage Loan DocumentsDocuments and the Co-Lender Agreement; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that are specifically required to be furnished to it pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, ’s reasonable satisfaction, the Trustee or the Certificate Administrator shall provide notice thereof to the Certificateholders. Neither the Trustee nor the Certificate Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Servicer, or the Special Servicer and accepted by the Trustee or the Certificate Administrator, as applicablethe case may be, may or may not act upon samein good faith, pursuant to this Agreement. (c) Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, or its own willful misconduct or bad faith; provided, however, that: (i) no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, and each of the Trustee and the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or the Certificate Administrator and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) neither the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither the Trustee nor the Certificate Administrator shall be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (iv) neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except, with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicable.

Duties of the Trustee and the Certificate Administrator. If a Servicing Default has occurred and is continuing, each of the Trustee and the Certificate Administrator shall exercise the rights and powers vested in each of them by this Agreement and 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. (a) The Trustee, prior to Except during the occurrence continuance of a Servicer Termination Event or Special Servicer Termination Event, as Servicing Default: (i) each of the case may be, Trustee and after the curing or waiver of any Servicer Termination Event or Special Servicer Termination Event, as the case may be, that may have occurred, undertakes with respect to the Trust Certificate Administrator undertake to perform such duties and only such duties as are specifically set forth in this Agreement. None of the Depositor, the Servicer or the Special Servicer shall be obligated Agreement with respect to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Certificate Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party heretorespectively, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or the Certificate Administrator, as applicable, may or may not act upon same. (c) Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, or its own willful misconduct or bad faith; provided, however: (i) no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator; and (ii) in the absence of bad faith on its part, and each of the Trustee and the Certificate Administrator, as applicablethe case may be, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or the Certificate Administrator Administrator, as applicable, and conforming to the requirements of this Agreement which Agreement; provided, however, that each of the Trustee and the Certificate Administrator, as the case may be, shall examine the certificates and opinions delivered to it reasonably believes in good faith to be genuine and determine whether or not they conform to the requirements of this Agreement, provided, further, however, that the Trustee shall have been duly executed by no duty or responsibility to review any document, certificate, instrument or opinion delivered solely to the proper authorities respecting any matters arising hereunder;Certificate Administrator. (iib) neither Neither the Trustee nor the Certificate Administrator may be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section 8.01; (ii) the Trustee and the Certificate Administrator shall not be liable for an any error of judgment made in good faith by a its respective Responsible Officer of unless it is proved that the Trustee or the Certificate Administrator, as applicablerespectively, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts;; and (iii) neither the Trustee nor the Certificate Administrator shall be liable with respect to any action taken, suffered it takes or omitted omits to be taken by it take in good faith in accordance with this Agreement or at a direction received by it from the direction of Holders of Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (iv) neither Majority Certificateholders. Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of liable for interest on any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or money received by the Trustee or the Certificate Administrator, as applicablethe case may be, with respect to the Mortgage Loan or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, unless a Responsible Officer of except as the Trustee or the Certificate Administrator, as applicablerespectively, has actual knowledge thereof or shall have received written notice thereofmay agree in writing with the Servicer. In the absence of receipt of such notice and such actual knowledge otherwise obtained, Money held in trust by the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event Administrator need not be segregated from other trust funds except to the extent required by law or the terms of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None this Agreement. No provision of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder powers, if there are it shall have reasonable grounds for believing to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Subject to the other provisions of this Agreement and without limiting the generality of this Section 8.01, the Trustee and the Certificate Administrator shall have no duty (A) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund other than from funds available in the Distribution Account, or (iiD) perform, to confirm or be responsible for verify the manner contents of performance of, any of the obligations reports or certificates of the Servicer delivered to the Certificate Administrator or the Special Trustee believed by the Certificate Administrator or the Trustee to be genuine and to have been signed or presented by the proper party or parties. (c) The Trustee shall act as successor to the Servicer to the extent provided in Section 7.02 hereof. (d) For all purposes under this Agreement, except, with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible deemed to have notice or knowledge of any Servicing Default unless a Responsible Officer assigned to and working in the Trustee's or the Certificate Administrator's, respectively, corporate trust department has actual knowledge thereof or unless written notice of any event which is in fact such Servicing Default is received by the Trustee or the Certificate Administrator, respectively, at the Corporate Trust Office, and such notice references the Certificates generally, the Trust, or this Agreement. The Trustee and the Certificate Administrator are hereby authorized to execute and shall have liability in connection with execute this Agreement, the duties assumed by the Authenticating AgentPurchase Agreement, and the Certificate Registrar hereunderConverted Loan Purchase Agreement, unless and shall perform their respective duties and satisfy their respective obligations thereunder. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee or the Certificate Administrator is acting shall apply to the Trustee's and the Certificate Administrator's execution of this Agreement, the Purchase Agreement, and the Converted Loan Purchase Agreement, and the performance of their respective duties and satisfaction of its obligations hereunder and thereunder. Notwithstanding any term or provision in any such capacity hereunder; providedthis Agreement to the contrary, further, that in any such capacity the rights and obligations of the Trustee and as trustee under this Agreement shall not be diminished by the fact that the Trustee may employ the services of the Certificate Administrator to accomplish the duties of the Trustee hereunder. Accordingly, any references in this Agreement or the other Basic Documents alluding to a right or obligation of the Certificate Administrator shall have all be construed to mean such right or obligation of the rightsTrustee, protections and indemnities provided to it as Trustee and which right or obligation may be accepted or performed by the Certificate Administrator hereunderAdministrator, as applicableon behalf of the Trustee,.

Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as of which a Responsible Officer of the case may be, Trustee has actual knowledge and after the curing or waiver of any all Servicer Termination Event or Special Servicer Termination Event, as the case may be, that Events which may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None Agreement and no permissive right of the Depositor, the Servicer or the Special Servicer Trustee shall be obligated to monitor or supervise construed as a duty. During the performance by the Trustee or the Certificate Administrator continuance of its duties hereunder. In case a Servicer Termination Event or of which a Special Servicer Termination Event, as Responsible Officer of the case may be, Trustee has occurred (which has not been cured or waived)actual knowledge, the Trustee, subject to the provisions of Sections 7.2 Section 7.02 and 7.4Section 7.04 of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such its exercise, as a prudent institution person would exercise or use under the circumstances in the conduct of such institutionperson’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreementduty. (b) Subject to Sections 8.2(a) and 8.3, each Each of the Trustee and the Certificate Administrator, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity accuracy or enforceability content of any such aforementioned document furnished by any resolution, certificate, statement, opinion, report, document, order or other party hereto, and instrument provided to it hereunder if accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found not to conform on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument correctedshall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or Certificate Administrator (if the Certificate Administrator, as applicable, may Administrator requested the corrected instrument or may not act upon samedirection from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders. (c) Subject Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.38.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or its own bad faith; and provided, howeverfurther, that: (i) Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates resolutions, certificates, statements, reports, opinions, documents, orders or opinions other instruments furnished to the Trustee and/or or the Certificate Administrator and conforming Administrator, as applicable, that conform on their face to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by without responsibility for investigating the proper authorities respecting any matters arising hereundercontents thereof; (ii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer of or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less entitled to greater than 2550% of the Percentage Interests (or such other percentage as is specified herein) of each affected Class, or of the aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this Agreement; (iv) neither Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement; (v) Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder; (vi) Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure by the Servicer to act or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence breach of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action Person unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failurefailure or receives notice of such act, failure to act or circumstance breach from any other party to this Agreement, any Certificateholder or Beneficial Owner, a Serviced Companion Loan Holder or the Controlling Class Representative; and (vii) Except in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud, in no event shall the Trustee or the Certificate Administrator be liable for special, punitive, 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 has been advised of the likelihood of such loss or damage and regardless of the form of action. None of the provisions contained in this Agreement shall require the Trustee or the Certificate Administrator, in its capacity as Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicerto expend or risk its own funds, the Special Servicer, the Depositor or Holders of the Certificates evidencing, otherwise incur financial liability in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason performance of any insufficiency of its duties hereunder, or in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have notice or knowledge exercise of any Mortgage Loan Event of Defaultits rights or powers, Servicer Termination Event or Special Servicer Termination Event, unless a Responsible Officer if in the opinion of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee or (ii) the Certificate Administrator, as applicable, to perform, or or, with respect to the Trustee, be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer or the Special Servicer Operating Advisor under this Agreement, except, with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in connection with its commercial capacity or at its discretion). (d) The Operating Advisor, the duties assumed by Master Servicer, the Authenticating Agent, and the Certificate Registrar hereunder, unless Special Servicer or the Trustee or may at any time request from the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity written confirmation of whether a Control Termination Event occurred during the Trustee previous calendar year and the Certificate Administrator shall have all deliver such confirmation, based on information in its possession, to the requesting party within 10 days of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicablesuch request.

Duties of the Trustee and the Certificate Administrator. (a) The TrusteeEach of the Trustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver of any Servicer Termination Event or Special Servicer Termination Event, as the case may be, Event that may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. None of Neither the Depositor, Depositor nor the Servicer or nor the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, Event has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such their exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s own affairs. Any permissive right of the Trustee or the Certificate Administrator set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Whole Loan on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders, subject to the terms of the Mortgage Loan DocumentsDocuments and the Co-Lender Agreement; provided, however, that the each Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that are specifically required to be furnished to it pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, ’s reasonable satisfaction, the Trustee or the Certificate Administrator shall provide notice thereof to the Certificateholders. Neither the Trustee nor the Certificate Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Servicer, or the Special Servicer and accepted by the Trustee or the Certificate Administrator, as applicablethe case may be, may or may not act upon samein good faith, pursuant to this Agreement. (c) Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, or its own willful misconduct or bad faith; provided, however, that: (i) no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, Administrator and each of the Trustee and the Certificate Administrator, as applicable, Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or the Certificate Administrator (including those provided pursuant to Section 10.1) and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) neither the Trustee nor and the Certificate Administrator shall not be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, Trustee or the Certificate Administrator or such Responsible Officer Officer, as applicable, was negligent in ascertaining the pertinent facts; (iii) neither the Trustee nor and the Certificate Administrator shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (iv) neither the Trustee nor and the Certificate Administrator shall not be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor Depositor, the Borrower or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect subject to the Mortgage Loan or other provisions of this Agreement and without limiting the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreementgenerality of Sections 8.1 and 8.2, neither the Trustee nor the Certificate Administrator shall have any duty except in the case of the Trustee, acting in its capacity as a successor Servicer or successor Special Servicer (A) to record, file or deposit this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to maintain of any such recording or filing or depositing or any re-recording, refiling or redepositing thereof, (B) to maintain any insurance, and (C) to confirm or verify the contents of any reports or certificates of the Servicer or the Special Servicer delivered to the Trustee or the Certificate Administrator pursuant to this Agreement reasonably believed by the Trustee or the Certificate Administrator to be genuine and to have been signed or presented by the proper party or parties; and (vi) for all purposes under this Agreement, the Trustee and the Certificate Administrator shall not be required to take any action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, Event unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or and the Certificate Administrator, as applicable Administrator may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) exercise any of its rights or powers or take any action if it determines such exercise or action is contrary to law, and none of the provisions of this Agreement shall in any event require the Trustee or Certificate Administrator, as applicable, to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except, except with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall or have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and the Certificate Administrator hereunder, as applicable.

Duties of the Trustee and the Certificate Administrator. (a) The TrusteeEach of the Trustee and the Certificate Administrator, prior to the occurrence of an Event of Default of which a Servicer Termination Event Responsible Officer of the Trustee or Special Servicer Termination Eventthe Certificate Administrator, as the case may beapplicable, has actual knowledge and after the curing or waiver of any Servicer Termination Event or Special Servicer Termination Event, as the case may be, that all Events of Default which may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth in this Agreement. None of the Depositor, the Servicer or the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Trustee or the Certificate Administrator Administrator, as applicable, shall be construed as a duty and duty. During the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part continuance of an Event of Default of which a Responsible Officer of the Certificate Administrator in Trustee has actual knowledge, the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Trust Interest Owners and the Companion Loan HoldersTrustee, subject to the terms provisions of Section 7.02 and Section 7.04 of this Agreement, shall exercise such of the Mortgage Loan Documents; providedrights and powers vested in it by this Agreement, howeverand use the same degree of care and skill in its exercise, that the Lender’s obligations as a prudent person would exercise or use under the Mortgage Loan Documents shall be exercised by circumstances in the Servicer or Special Servicer, as the case may be, pursuant to this Agreementconduct of such person’s own affairs. (b) Subject to Sections 8.2(a) and 8.3, each Each of the Trustee and the Certificate Administrator, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that Administrator, as applicable, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity accuracy or enforceability content of any such aforementioned document furnished by any resolution, certificate, statement, opinion, report, document, order or other party hereto, and instrument provided to it hereunder if accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found not to conform on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument correctedshall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee or Certificate Administrator (if the Certificate Administrator, as applicable, may Administrator requested the corrected instrument or may not act upon samedirection from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders. (c) Subject Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.38.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, act or its own willful misconduct or its own bad faith; and provided, howeverfurther, that: (i) Prior to the occurrence of an Event of Default or Operating Advisor Termination Event of which a Responsible Officer of the Trustee has actual knowledge, and after the curing or waiver of all such Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate AdministratorAdministrator and, and each in the absence of bad faith on the part of the Trustee and or the Certificate Administrator, the Trustee or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates resolutions, certificates, statements, reports, opinions, documents, orders or opinions other instruments furnished to the Trustee and/or or the Certificate Administrator and conforming Administrator, as applicable, that conform on their face to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by without responsibility for investigating the proper authorities respecting any matters arising hereundercontents thereof; (ii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer of or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts; (iii) neither Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less entitled to greater than 2550% of the Percentage Interests (or such other percentage as is specified herein) of each affected Class, or of the aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, as applicable, under this Agreement; (iv) neither Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not an Affiliate of the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor or any other third Person, including, without limitation, in connection with actions taken pursuant to this Agreement; (v) Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder; and (vi) Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure by the Servicer to act or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence breach of any of the events referred to in Section 7.1 or any other act or circumstance Person upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action act, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure. Each of the Trustee and the Certificate Administrator shall be deemed to have actual knowledge of the Master Servicer’s or the Special Servicer’s failure to provide scheduled reports, act or circumstance or certificates and statements when and as required to be delivered to the Trustee or the Certificate Administrator, as applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders pursuant to this Agreement. None of the Certificates evidencing, provisions contained in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; (v) neither this Agreement shall require the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, in its capacity as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan expend or the Trust Interests is required to maintained on a confidential basis; and (vii) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with respect torisk its own funds, or be deemed to have notice or knowledge otherwise incur financial liability in the performance of any Mortgage Loan Event of Defaultits duties hereunder, Servicer Termination Event or Special Servicer Termination Eventin the exercise of any of its rights or powers, unless a Responsible Officer if in the opinion of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee or (ii) the Certificate Administrator, as applicable, to perform, or or, with respect to the Trustee, be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer or the Special Servicer Operating Advisor under this Agreement, except, with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in connection with the duties assumed by the Authenticating Agentits commercial capacity or at its discretion). (d) Based on information in its possession, and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in shall provide written notice to the Operating Advisor and the Controlling Class Representative of (i) the occurrence of any such capacity hereunder; provided, further, that in Control Termination Event or Consultation Termination Event and (ii) the termination of any such capacity Control Termination Event or Consultation Termination Event. The Operating Advisor may at any time request from the Trustee Certificate Administrator written confirmation of whether a Control Termination Event occurred during the previous calendar year and the Certificate Administrator shall have all deliver such confirmation to the Operating Advisor within 15 days of the rights, protections and indemnities provided to it as Trustee and Certificate Administrator hereunder, as applicablesuch request.

Duties of the Trustee and the Certificate Administrator. (a) The TrusteeEach of the Trustee and the Certificate Administrator, and with respect to the Trustee prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver of any Servicer Termination Event or Special Servicer Termination Event, as the case may be, Event that may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. None of Neither the Depositor, Depositor nor the Servicer or nor the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, Event has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4Section 7.3, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such their exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s own affairs. Any permissive right of the Trustee or the Certificate Administrator set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage Whole Loan on behalf of the Trust Interest Owners Certificateholders and the Companion Loan HoldersHolders (or, if a Companion Loan Holder is an Other Securitization Trust, the related Other Depositor or Other Trustee), subject to the terms of the Mortgage Loan Documents; provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by and the Servicer or Special Servicer, as the case may be, pursuant to this Co-Lender Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and or the Certificate Administrator that are specifically required to be furnished to such Person pursuant to any provision of this Agreement, shall examine, or cause to be examined, such instruments to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate shall make a request to the Depositor to have the instrument corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, ’s reasonable satisfaction, the Trustee or the Certificate Administrator shall provide notice thereof to the Certificateholders. Neither the Trustee nor the Certificate Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Servicer, or the Special Servicer and accepted by the Trustee or the Certificate Administrator, as applicablethe case may be, may or may not act upon samein good faith, pursuant to this Agreement. (c) Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, or its own willful misconduct or bad faith; , provided, however, that: (i) no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, Administrator and each of the Trustee and the Certificate Administrator, as applicable, Administrator may request and conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or the Certificate Administrator (including those provided pursuant to Section 10.1) and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) neither the Trustee nor and the Certificate Administrator shall not be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, Trustee or the Certificate Administrator or such Responsible Officer Officer, as applicable, was negligent in ascertaining the pertinent facts; (iii) neither the Trustee nor and the Certificate Administrator shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (iv) neither for all purposes under this Agreement, the Trustee nor and the Certificate Administrator shall not be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or any other act act, breach or failure of any Person, or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice notice, pursuant to Section 10.4, of such failure from the Servicer, the Special Servicer, the Depositor Depositor, the Loan Borrower or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates;. (v) neither subject to the other provisions of this Agreement and without limiting the generality of Sections 8.1 and 8.2, the Trustee nor shall have no duty except in the Certificate Administratorcapacity as a successor Servicer or successor Special Servicer (A) to see to any recording, as applicablefiling or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, shall in any way be liable by reason or to see to the maintenance of any insufficiency such recording or filing or depositing or to any re-recording, re-filing or redepositing thereof (except as set forth in Section 2.1(b)), (B) to see to any insurance, and (C) to confirm or verify the Trust Fund unless it is determined by a court contents of competent jurisdiction that any reports or certificates of the Trustee’s Servicer or the Special Servicer delivered to the Trustee or the Certificate Administrator, as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; (vi) neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated Administrator pursuant to investigate whether any information provided to or received this Agreement reasonably believed by the Trustee or the Certificate Administrator, as applicable, with respect Administrator to be genuine and to have been signed or presented by the Mortgage Loan proper party or the Trust Interests is required to maintained on a confidential basisparties; and (viivi) for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall not be required to take any action with respect to, and neither the Certificate Administrator or Trustee shall be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, Event unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee or and the Certificate Administrator, as applicable Administrator may conclusively assume that there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event. (d) None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except, except with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall or have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and the Certificate Administrator hereunder, as applicable. In no event shall the Certificate Administrator or Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond the Certificate Administrator’s or Trustee’s control, including, but not limited to force majeure or acts of God. Except as otherwise expressly set forth in this Agreement, Xxxxx Fargo Bank, National Association acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of (a) Xxxxx Fargo Bank, National Association, acting in a capacity that is unrelated to the transactions contemplated by this Agreement, or (b) Xxxxx Fargo Bank, National Association, acting in any other capacity hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations performed in such capacities are performed by one or more employees within the same group or division of Xxxxx Fargo Bank, National Association, or where the groups or divisions responsible for performing the obligations in such capacities have one or more of the same Responsible Officers or Servicing Officers, as applicable. (e) The Servicer, the Special Servicer or the Trustee may at any time request from the Certificate Administrator written confirmation of whether a Control Termination Event occurred during the previous calendar year and the Certificate Administrator shall deliver such confirmation, based on information in its possession, to the requesting party within fifteen (15) days of such request. (f) The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 (or successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6226 (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any Holder of any Residual Ownership Interest of any Trust REMIC, past or present. A Holder of any Residual Ownership Interest in any Trust REMIC agrees, by acquiring such interest, to any such elections and to the Certificate Administrator’s acting as agent for any tax matters person or other representative of a Trust REMIC that can be designated under the Code. (g) Knowledge by the Trustee or the Certificate Administrator in one capacity shall not be deemed knowledge in any other capacity.