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

Duties of the Trustee, the Custodian and the Certificate Administrator. (a) Each of the Trustee, the Custodian and the Certificate Administrator, and with respect to the Trustee prior to the actual knowledge of a Responsible Office of 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 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. Neither the Depositor nor the Servicer nor the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee, the Custodian or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or Special Servicer Termination Event has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Section 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 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, the Custodian or the Certificate Administrator set forth in this Agreement shall not be construed as a duty. 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 Certificateholders and the Companion Loan Holders (or, if a Companion Loan Holder is an Other Securitization Trust, the related Other Depositor or Other Trustee), subject to the terms of the Loan Documents and the Co-Lender Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the Trustee, the Custodian and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee, the Custodian 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 to the requirements of this Agreement to the extent specifically set forth herein. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee, the Custodian or the Certificate Administrator, as applicable, 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 reasonable satisfaction, the Trustee or the Certificate Administrator shall provide notice thereof to the Certificateholders. None of the Trustee, the Custodian or 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 the case may be, in good faith, pursuant to this Agreement. (c) Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee, the Custodian or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its own willful misconduct or bad faith, provided, however, that: (i) the Trustee’s, the Certificate Administrator’s and the Custodian’s duties and obligations shall be determined solely by the express provisions of this Agreement, the Trustee, the Custodian and the Certificate Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in regard to such party in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee, the Custodian or the Certificate Administrator and each of the Trustee, the Custodian and the Certificate 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, the Custodian 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) the Trustee, the Custodian and the Certificate Administrator shall not be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee, the Custodian or the Certificate Administrator, unless it shall be proved that the Trustee, the Custodian or the Certificate Administrator such Responsible Officer, as applicable, was negligent in ascertaining the pertinent facts; (iii) the Trustee, the Custodian 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, the Custodian or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (iv) for all purposes under this Agreement, the Trustee, the Custodian 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 referred to in Section 7.1 or any other act, breach or failure of any Person, or circumstance upon the occurrence of which the Trustee, the Custodian 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, pursuant to Section 10.4, of such failure from the Servicer, the Special Servicer, the Depositor, the Loan Borrower or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates. (v) subject to the other provisions of this Agreement and without limiting the generality of Sections 8.1 and 8.2, none of the Certificate Administrator, the Custodian or the Trustee shall have no duty except, in the case of the Trustee, in its capacity as a successor Servicer or successor Special Servicer (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 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 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 shall not be required to take any action with respect to, and none of the Certificate Administrator, the Custodian or Trustee shall be deemed to have notice or knowledge of any Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event unless a Responsible Officer of the Trustee, the Custodian 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, the Custodian and the Certificate Administrator may conclusively assume that there is no 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, the Custodian 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, none of the Trustee, the Custodian or the Certificate Administrator shall be responsible or have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee, the Custodian or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee, the Custodian and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee, the Custodian and the Certificate Administrator hereunder, as applicable. In no event shall the Certificate Administrator, the Custodian or Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond the Certificate Administrator’s, the Custodian’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. (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 of the Code (or successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6226 of the Code (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. (g) Knowledge by the Trustee, the Custodian or the Certificate Administrator in one capacity shall not be deemed knowledge in any other capacity.

Duties of the Trustee, the Custodian and the Certificate Administrator. (a) Each of the The Trustee, the Custodian and the Certificate Administrator, and with respect to the Trustee prior to the actual knowledge of a Responsible Office of 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 that Events which 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. Neither Agreement and no permissive right of the Depositor nor the Servicer nor the Special Servicer Trustee shall be obligated to monitor or supervise construed as a duty. During the performance by the Trustee, the Custodian or the Certificate Administrator continuance of its duties hereunder. In case a Servicer Termination Event or Special Servicer Termination Event of which a Responsible Officer of the Trustee has occurred (which has not been cured or waived)actual knowledge, the Trustee, subject to the provisions of Section 7.37.02 and Section 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 their 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, the Custodian or the 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 not be construed as a duty. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power Custodian undertakes to exercise perform at all the rights of a holder times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Mortgage Loan on behalf of the Certificateholders and the Companion Loan Holders (or, if Custodian shall be construed as a Companion Loan Holder is an Other Securitization Trust, the related Other Depositor or Other Trustee), subject to the terms of the Loan Documents and the Co-Lender Agreementduty. (b) Subject to Sections 8.2(a) and 8.3, each Each of the Trustee, the Custodian and the Certificate Administrator, upon receipt of all any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee, the Custodian or the Certificate Administrator that Administrator, as applicable, which 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 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, none of the Trustee, the Custodian or the Certificate Administrator shall be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument provided to it hereunder if accepted in good faith. 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, the Custodian or the Certificate Administrator, as applicable, shall make request a request to the Depositor to have the instrument correctedcorrected instrument, and if the instrument is not corrected to the Trustee’s, the Custodian’s or the Certificate Administrator’s ’s, as applicable, reasonable satisfaction, the Trustee or Certificate Administrator (if the Certificate Administrator shall or the Custodian, as applicable, requested the corrected instrument or upon direction from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders. . (c) None of the Trustee, the Custodian or Custodian, the Certificate Administrator or any of their respective officers, directors, employees, agents or “control” persons within the meaning of the Act shall be responsible for the accuracy have any liability arising out of 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 the case may be, in good faith, pursuant to connection with this Agreement. (c) Subject , provided that, subject to Section 8.38.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee, the Custodian or the Certificate Administrator Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct or its own bad faith, ; and provided, howeverfurther, that: (i) Prior to the Trustee’soccurrence 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 Certificate Administrator’s and the Custodian’s duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, none of the Trustee, the Custodian and or the Certificate Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in regard to such party in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee, the Custodian or the Certificate Administrator and each and, in the absence of bad faith on the part of the Trustee, the Custodian and or the Certificate Administrator Administrator, the Trustee, the Custodian or the Certificate Administrator, as applicable, may request and 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, the Custodian and/or or the Certificate Administrator (including those provided pursuant to Section 10.1) 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) None of the Trustee, the Custodian and or the Certificate Administrator shall not be personally liable for an error of judgment made in good faith by a Responsible Officer of the Trustee, the Custodian or the Certificate AdministratorResponsible Officers, unless it shall be proved that the Trustee, the Custodian or the Certificate Administrator such Responsible OfficerAdministrator, as applicable, was negligent in ascertaining the pertinent facts; (iii) Neither the Trustee, the Custodian and Trustee nor the Certificate Administrator shall not 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, the Custodian 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) for all purposes under this Agreement, None of the Trustee, , the Custodian and Custodian, 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 referred to in Section 7.1 directors, officers, employees, agents or control persons shall be responsible for any other act, breach act or failure omission of any PersonPaying Agent or Certificate Registrar that is not the same Person as, or circumstance upon the occurrence of which an Affiliate of, the Trustee, the Custodian or the Certificate Administrator, as applicable, may be required to take action unless a Responsible Officer of and that is selected other than by the Trustee Trustee, the Custodian or the Certificate Administrator, as applicable, obtains actual knowledge 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) None of the Trustee, the Custodian or 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, Custodian or Certificate Administrator, as applicable, in accordance with this Agreement (and, if it does, all reasonable legal expenses and costs of such failureaction 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, act or circumstance or and the Trustee Trustee, the Custodian or the Certificate Administrator, as applicable, receives written notice, pursuant shall be entitled to Section 10.4, of such failure be reimbursed therefor from the ServicerCollection Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the Special Servicer, the Depositor, the Loan Borrower or Holders performance of duties of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates. (v) subject to the other provisions of this Agreement and without limiting the generality of Sections 8.1 and 8.2, none of the Certificate AdministratorTrustee, the Custodian or the Trustee shall have no duty exceptCertificate Administrator, in as the case may be, or by reason of negligent disregard of the Trustee’s, the Custodian’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, the Custodian or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein; provided, however, that the Trustee, the Custodian 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) None of the Trustee, in its capacity as a successor Servicer or successor Special Servicer (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 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 contents of any reports or certificates of the Servicer or the Special Servicer delivered to the Trustee or Custodian nor 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 shall not be required to take any action with respect to, and none of the Certificate Administrator, the Custodian or Trustee shall be deemed to have notice or charged with knowledge of any Loan Event act, failure to act or breach of Default, Servicer Termination Event or Special Servicer Termination Event any Person unless a Responsible Officer of the Trustee, the Custodian or the Certificate Administrator, as applicable, has obtains actual knowledge thereof of such failure or shall have received receives written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtainedact, failure to act or 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, the Custodian’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, the Custodian and or the Certificate Administrator may conclusively assume that there is no Loan Event has been advised of Default, Servicer Termination Event the likelihood of such loss or Special Servicer Termination Event. (d) damage and regardless of the form of action. None of the provisions contained in this Agreement shall in any event require the Trustee, the Custodian or the Certificate Administrator Administrator, in its capacity as Trustee, the Custodian 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 reasonable grounds for believing that in the opinion of the Trustee, the Custodian or the Certificate Administrator, as applicable, 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 or the Special Servicer Certificate Administrator 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, the Special Servicer or the Special Servicer Certificate Administrator in accordance with the terms of this Agreement. Notwithstanding anything contained herein, none None of the Trusteeprovisions contained in this Agreement shall in any event require the Certificate Administrator or the Custodian to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Custodian Special Servicer, the Trustee or the Operating Advisor under this Agreement. Neither the Trustee nor the Certificate Administrator shall be responsible required to post any surety or have liability bond of any kind in connection with its performance of its obligations under this Agreement and neither the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee, the Custodian or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee, the Custodian and Trustee nor the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee, the Custodian and the Certificate Administrator hereunder, as applicable. In no event shall the Certificate Administrator, the Custodian or Trustee be liable for any failure loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in its commercial capacity or delay in the performance of at its obligations hereunder because of circumstances beyond the Certificate Administrator’s, the Custodian’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 (bdiscretion), 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. (ed) The Operating Advisor, the Master Servicer, the Special Servicer or the Trustee may at any time request from the Certificate Administrator written confirmation of whether a any Control Termination Event or Consultation 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 ten (1510) 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 such request. its determination (for its receipt of notice) 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 of the Code (commencement or successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6226 of the Code (or successor provisions) cessation of any tax, penalty, interest Control Termination Event 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 electionsConsultation Termination Event. (g) Knowledge by the Trustee, the Custodian or the Certificate Administrator in one capacity shall not be deemed knowledge in any other capacity.

Duties of the Trustee, the Custodian and the Certificate Administrator. (a) Each of the The Trustee, the Custodian and the Certificate Administrator, and with respect to the Trustee prior to the actual knowledge of a Responsible Office of 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 that may have occurred, undertakes with respect to the Trust Fund Administrator each shall undertake to perform such duties and only such those duties as are specifically set forth in this Agreement. Neither the Depositor nor the Servicer nor the Special Servicer Agreement and no implied covenants or obligations shall be obligated to monitor or supervise the performance by read into this Agreement against the Trustee, the Custodian or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or Special Servicer Termination Event has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Section 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 their exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s own affairsAdministrator. Any permissive right of the Trustee, the Custodian or the Certificate Administrator set forth provided for in this Agreement shall not be construed as a dutyduty of the Trustee, the Custodian or the Certificate Administrator. The Trustee (or Trustee, the Servicer or Custodian and the Special Servicer on its behalf) Certificate Administrator each shall have the power to exercise all such of the rights and powers vested in it by this Agreement and following the occurrence and during the continuation of a holder of the Mortgage Loan on behalf of the Certificateholders and the Companion Loan Holders (orany Servicer Termination Event or Trust Advisor Termination Event hereunder, if a Companion Loan Holder is an Other Securitization Trust, the related Other Depositor or Other Trustee), subject to the terms of the Loan Documents and the Co-Lender Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the Trustee, the Custodian and the Certificate Administrator each shall use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs. (b) The Trustee, the Custodian or the Certificate Administrator, as applicable, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee, the Custodian or the Certificate Administrator that Administrator, as the case may be, which 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 examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, Agreement; provided that the Trustee, the Custodian or the Certificate Administrator, as applicablethe case may be, 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 reasonable satisfaction, the Trustee or the Certificate Administrator shall provide notice thereof to the Certificateholders. None of the Trustee, the Custodian or the Certificate Administrator shall be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Servicer, Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate Administrator, as the case may be, in good faith, 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, the Trustee, the Custodian or the Certificate Administrator shall request the providing party to correct the instrument and if not so corrected, the Certificate Administrator shall inform the Certificateholders. (c) Subject None of the Trustee, the Custodian, 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, the Custodian or Custodian, 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 act or their own willful misconduct or bad faith, provided, however, ; provided that: (i) the Trustee’s, the Certificate Administrator’s and the Custodian’s duties and obligations shall be determined solely by the express provisions of this Agreement, the Trustee, the Custodian and the Certificate Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in regard to such party in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee, the Custodian or the Certificate Administrator and each none of the Trustee, the Custodian and Custodian, the Certificate Administrator may request and conclusively relyor any of their respective directors, as to the truth of the statements and the correctness of the opinions expressed thereinofficers, upon any certificates employees, agents or opinions furnished to the Trustee, the Custodian 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) the Trustee, the Custodian and the Certificate Administrator shall not be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee, the Custodian or the Certificate Administrator, unless it Controlling Persons shall be proved that the Trustee, the Custodian or the Certificate Administrator such Responsible Officer, as applicable, was negligent in ascertaining the pertinent facts; (iii) the Trustee, the Custodian and the Certificate Administrator shall not 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, the Custodian or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (ivii) for all purposes under this Agreement, the Trustee, the Custodian 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 referred to in Section 7.1 or any other act, breach or failure of any Person, or circumstance upon the occurrence of which the Trustee, the Custodian 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, pursuant to Section 10.4, of such failure from the Servicer, the Special Servicer, the Depositor, the Loan Borrower or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates. (v) subject to the other provisions no provision of this Agreement and without limiting the generality of Sections 8.1 and 8.2, none of the Certificate Administrator, the Custodian or the Trustee shall have no duty except, in the case of the Trustee, in its capacity as a successor Servicer or successor Special Servicer (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 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 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 shall not be required to take any action with respect to, and none of the Certificate Administrator, the Custodian or Trustee shall be deemed to have notice or knowledge of any Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event unless a Responsible Officer of the Trustee, the Custodian 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, the Custodian and the Certificate Administrator may conclusively assume that there is no 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, the Custodian 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, none of the Trustee, the Custodian, the Certificate Administrator or (ii) performany of their respective directors, officers, employees, agents or Controlling Persons shall be responsible for the manner of performance of, any act or omission of the obligations of the Servicer or Master Servicer, the Special Servicer under 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, except with respect to ; (iv) the execution by the Trustee, during such time, if any, as the Trustee Custodian or the Certificate Administrator of any forms or plans of liquidation in connection with any REMIC Pool shall be not constitute a representation by the successor to, and be vested with the rights, duties, powers and privileges ofTrustee, the Servicer Custodian or the Special Servicer in accordance with Certificate Administrator as to the terms adequacy of this Agreement. Notwithstanding anything contained herein, such form or plan of liquidation; (v) none of the Trustee, the Custodian or the Certificate Administrator shall be responsible under any obligation to appear in, prosecute or have liability in connection with the 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, the Custodian 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, the Custodian and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee, the Custodian and the Certificate Administrator hereunder, as applicable. In no event shall the Certificate Administrator, the Custodian or Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond the Certificate Administrator’s, the Custodian’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 entitled to be imputed with knowledge of (a) Xxxxx Fargo Bank, National Association, acting in a capacity that is unrelated reimbursed therefor from the Collection Account pursuant 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 (bSection 5.2(a)(I)(vi), 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.; and (evi) The Servicer, the Special Servicer or the Trustee may at any time request from the Certificate Administrator written confirmation none 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 of the Code (or successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6226 of the Code (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. (g) Knowledge by the Trustee, the Custodian or the Certificate Administrator in one capacity shall not be deemed charged with knowledge in of any failure by the Master Servicer, the Special Servicer or the Trust Advisor or by each other capacityto comply with its obligations under this Agreement or any act, failure, or breach of any Person upon the occurrence of which the Trustee, the Custodian or the Certificate Administrator may be required to act, unless a Responsible Officer of the Trustee, the Custodian or the Certificate Administrator, as the case may be, obtains actual knowledge of such failure.

Duties of the Trustee, the Custodian and the Certificate Administrator. (a) Each of the Trustee, the Custodian and the Certificate Administrator, and with respect to the Trustee prior to the actual knowledge of a Responsible Office of 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 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. Neither the Depositor nor the Servicer nor the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee, the Custodian or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or Special Servicer Termination Event has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Section 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 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, the Custodian or the Certificate Administrator set forth in this Agreement shall not be construed as a duty. 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 Certificateholders and the Companion Loan Holders (or, if a Companion Loan Holder is an Other Securitization Trust, the related Other Depositor or Other Trustee), subject to the terms of the Loan Documents and the Co-Lender Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the Trustee, the Custodian and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee, the Custodian 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 to the requirements of this Agreement to the extent specifically set forth herein. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee, the Custodian or the Certificate Administrator, as applicable, 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 reasonable satisfaction, the Trustee or the Certificate Administrator shall provide notice thereof to the Certificateholders. None of the Trustee, the Custodian or 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 the case may be, in good faith, pursuant to this Agreement. (c) Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee, the Custodian or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its own willful misconduct or bad faith, provided, however, that: (i) the Trustee’s, the Certificate Administrator’s and the Custodian’s duties and obligations shall be determined solely by the express provisions of this Agreement, the Trustee, the Custodian and the Certificate Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in regard to such party in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee, the Custodian or the Certificate Administrator and each of the Trustee, the Custodian and the Certificate 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, the Custodian 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) the Trustee, the Custodian and the Certificate Administrator shall not be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee, the Custodian or the Certificate Administrator, unless it shall be proved that the Trustee, the Custodian or the Certificate Administrator such Responsible Officer, as applicable, was negligent in ascertaining the pertinent facts; (iii) the Trustee, the Custodian 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, the Custodian or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (iv) for all purposes under this Agreement, the Trustee, the Custodian 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 referred to in Section 7.1 or any other act, breach or failure of any Person, or circumstance upon the occurrence of which the Trustee, the Custodian 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, pursuant to Section 10.4, of such failure from the Servicer, the Special Servicer, the Depositor, the Loan Borrower or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates. (v) subject to the other provisions of this Agreement and without limiting the generality of Sections 8.1 and 8.2, none of the Certificate Administrator, the Custodian or the Trustee shall have no duty except, in the case of the Trustee, in its capacity as a successor Servicer or successor Special Servicer (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 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 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 shall not be required to take any action with respect to, and none of the Certificate Administrator, the Custodian or Trustee shall be deemed to have notice or knowledge of any Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event unless a Responsible Officer of the Trustee, the Custodian 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, the Custodian and the Certificate Administrator may conclusively assume that there is no 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, the Custodian 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, none of the Trustee, the Custodian or the Certificate Administrator shall be responsible or have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee, the Custodian or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee, the Custodian and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee, the Custodian and the Certificate Administrator hereunder, as applicable. In no event shall the Certificate Administrator, the Custodian or Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond the Certificate Administrator’s, the Custodian’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. (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 of the Code (or successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6226 of the Code (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. (g) Knowledge by the Trustee, the Custodian or the Certificate Administrator in one capacity shall not be deemed knowledge in any other capacity.

Duties of the Trustee, the Custodian and the Certificate Administrator. (a) Each of the Trustee, the Custodian and the Certificate Administrator, and with respect to the Trustee prior to the actual knowledge of a Responsible Office of 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 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. Neither the Depositor nor the Servicer nor the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee, the Custodian or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or Special Servicer Termination Event has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Section 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 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, the Custodian or the Certificate Administrator set forth in this Agreement shall not be construed as a duty. 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 Certificateholders and the Companion Loan Holders (or, if a Companion Loan Holder is an Other Securitization Trust, the related Other Depositor or Other Trustee), subject to the terms of the Loan Documents and the Co-Lender Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the Trustee, the Custodian and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee, the Custodian 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 to the requirements of this Agreement to the extent specifically set forth herein. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee, the Custodian or the Certificate Administrator, as applicable, 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 reasonable satisfaction, the Trustee or the Certificate Administrator shall provide notice thereof to the Certificateholders. None of the Trustee, the Custodian or 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 the case may be, in good faith, pursuant to this Agreement. (c) Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee, the Custodian or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its own willful misconduct or bad faith, provided, however, that: (i) the Trustee’s, the Certificate Administrator’s and the Custodian’s duties and obligations shall be determined solely by the express provisions of this Agreement, the Trustee, the Custodian and the Certificate Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in regard to such party in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee, the Custodian or the Certificate Administrator and each of the Trustee, the Custodian and the Certificate 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, the Custodian 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) the Trustee, the Custodian and the Certificate Administrator shall not be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee, the Custodian or the Certificate Administrator, unless it shall be proved that the Trustee, the Custodian or the Certificate Administrator such Responsible Officer, as applicable, was negligent in ascertaining the pertinent facts; (iii) the Trustee, the Custodian 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, the Custodian or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (iv) for all purposes under this Agreement, the Trustee, the Custodian 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 referred to in Section 7.1 or any other act, breach or failure of any Person, or circumstance upon the occurrence of which the Trustee, the Custodian 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, pursuant to Section 10.4, of such failure from the Servicer, the Special Servicer, the Depositor, the Loan Borrower or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates. (v) subject to the other provisions of this Agreement and without limiting the generality of Sections 8.1 and 8.2, none of the Certificate Administrator, the Custodian or the Trustee shall have no duty except, in the case of the Trustee, in its capacity as a successor Servicer or successor Special Servicer (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 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 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 shall not be required to take any action with respect to, and none of the Certificate Administrator, the Custodian or Trustee shall be deemed to have notice or knowledge of any Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event unless a Responsible Officer of the Trustee, the Custodian 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, the Custodian and the Certificate Administrator may conclusively assume that there is no 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, the Custodian 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, none of the Trustee, the Custodian or the Certificate Administrator shall be responsible or have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee, the Custodian or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee, the Custodian and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee, the Custodian and the Certificate Administrator hereunder, as applicable. In no event shall the Certificate Administrator, the Custodian or Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond the Certificate Administrator’s, the Custodian’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, U.S. Bank National Association acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of (a) Xxxxx Fargo Bank, U.S. Bank National Association, acting in a capacity that is unrelated to the transactions contemplated by this Agreement, or (b) Xxxxx Fargo Bank, U.S. 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, U.S. 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. (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 of the Code (or successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6226 of the Code (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 electionselections 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, the Custodian or the Certificate Administrator in one capacity shall not be deemed knowledge in any other capacity.

Duties of the Trustee, the Custodian and the Certificate Administrator. (a) Each of the The Trustee, the Custodian and the Certificate Administrator, and with respect to the Trustee prior to the actual knowledge of a Responsible Office of 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 that may have occurred, undertakes with respect to the Trust Fund Administrator each shall undertake to perform such duties and only such those duties as are specifically set forth in this Agreement. Neither the Depositor nor the Servicer nor the Special Servicer Agreement and no implied covenants or obligations shall be obligated to monitor or supervise the performance by read into this Agreement against the Trustee, the Custodian or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or Special Servicer Termination Event has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Section 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 their exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s own affairsAdministrator. Any permissive right of the Trustee, the Custodian or the Certificate Administrator set forth provided for in this Agreement shall not be construed as a dutyduty of the Trustee, the Custodian or the Certificate Administrator. The Trustee (or Trustee, the Servicer or Custodian and the Special Servicer on its behalf) Certificate Administrator each shall have the power to exercise all such of the rights and powers vested in it by this Agreement and following the occurrence and during the continuation of a holder of the Mortgage Loan on behalf of the Certificateholders and the Companion Loan Holders (orany Servicer Termination Event or Trust Advisor Termination Event hereunder, if a Companion Loan Holder is an Other Securitization Trust, the related Other Depositor or Other Trustee), subject to the terms of the Loan Documents and the Co-Lender Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the Trustee, the Custodian and the Certificate Administrator each shall use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs. (b) The Trustee, the Custodian or the Certificate Administrator, as applicable, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee, the Custodian or the Certificate Administrator that Administrator, as the case may be, which 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 examine them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, Agreement; provided that the Trustee, the Custodian or the Certificate Administrator, as applicablethe case may be, 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 reasonable satisfaction, the Trustee or the Certificate Administrator shall provide notice thereof to the Certificateholders. None of the Trustee, the Custodian or the Certificate Administrator shall be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Servicer, Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate Administrator, as the case may be, in good faith, 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, the Trustee, the Custodian or the Certificate Administrator shall request the providing party to correct the instrument and if not so corrected, the Certificate Administrator shall inform the Certificateholders. (c) Subject None of the Trustee, the Custodian, 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, the Custodian or Custodian, 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 act or their own willful misconduct or bad faith, provided, however, ; provided that: (i) the Trustee’s, the Certificate Administrator’s and the Custodian’s duties and obligations shall be determined solely by the express provisions of this Agreement, the Trustee, the Custodian and the Certificate Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in regard to such party in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee, the Custodian or the Certificate Administrator and each none of the Trustee, the Custodian and Custodian, the Certificate Administrator may request and conclusively relyor any of their respective directors, as to the truth of the statements and the correctness of the opinions expressed thereinofficers, upon any certificates employees, agents or opinions furnished to the Trustee, the Custodian 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) the Trustee, the Custodian and the Certificate Administrator shall not be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee, the Custodian or the Certificate Administrator, unless it Controlling Persons shall be proved that the Trustee, the Custodian or the Certificate Administrator such Responsible Officer, as applicable, was negligent in ascertaining the pertinent facts; (iii) the Trustee, the Custodian and the Certificate Administrator shall not 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, the Custodian or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (ivii) for all purposes under this Agreement, the Trustee, the Custodian 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 referred to in Section 7.1 or any other act, breach or failure of any Person, or circumstance upon the occurrence of which the Trustee, the Custodian 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, pursuant to Section 10.4, of such failure from the Servicer, the Special Servicer, the Depositor, the Loan Borrower or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates. (v) subject to the other provisions no provision of this Agreement and without limiting the generality of Sections 8.1 and 8.2, none of the Certificate Administrator, the Custodian or the Trustee shall have no duty except, in the case of the Trustee, in its capacity as a successor Servicer or successor Special Servicer (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 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 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 shall not be required to take any action with respect to, and none of the Certificate Administrator, the Custodian or Trustee shall be deemed to have notice or knowledge of any Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event unless a Responsible Officer of the Trustee, the Custodian 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, the Custodian and the Certificate Administrator may conclusively assume that there is no 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, the Custodian 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, none of the Trustee, the Custodian, the Certificate Administrator or (ii) performany of their respective directors, officers, employees, agents or Controlling Persons shall be responsible for the manner of performance of, any act or omission of the obligations of the Servicer or Master Servicer, the Special Servicer under 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, except with respect to ; (iv) the execution by the Trustee, during such time, if any, as the Trustee Custodian or the Certificate Administrator of any forms or plans of liquidation in connection with any REMIC Pool shall be not constitute a representation by the successor to, and be vested with the rights, duties, powers and privileges ofTrustee, the Servicer Custodian or the Special Servicer in accordance with Certificate Administrator as to the terms adequacy of this Agreement. Notwithstanding anything contained herein, such form or plan of liquidation; (v) none of the Trustee, the Custodian or the Certificate Administrator shall be responsible under any obligation to appear in, prosecute or have liability defend any legal action which is not incidental to its duties as Trustee, Custodian or Certificate Administrator, as applicable in connection accordance with this Agreement. In such event, all legal expense and costs of such action shall be expenses and costs of the duties assumed by the Authenticating AgentTrust, and the Certificate Registrar hereunder, unless the Trustee, the Custodian or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee, the Custodian and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee, the Custodian and the Certificate Administrator hereunder, as applicable. In no event shall the Certificate Administrator, the Custodian or Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond the Certificate Administrator’s, the Custodian’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 entitled to be imputed with knowledge of (a) Xxxxx Fargo Bank, National Association, acting in a capacity that is unrelated reimbursed therefor from the Collection Account pursuant 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 (bSection 5.2(a)(vi), 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.; and (evi) The Servicer, the Special Servicer or the Trustee may at any time request from the Certificate Administrator written confirmation none 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 of the Code (or successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6226 of the Code (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. (g) Knowledge by the Trustee, the Custodian or the Certificate Administrator in one capacity shall not be deemed charged with knowledge in of any failure by the Master Servicer, the Special Servicer or the Trust Advisor or by each other capacityto comply with its obligations under this Agreement or any act, failure, or breach of any Person upon the occurrence of which the Trustee, the Custodian or the Certificate Administrator may be required to act, unless a Responsible Officer of the Trustee, the Custodian or the Certificate Administrator, as the case may be, obtains actual knowledge of such failure.

Duties of the Trustee, the Custodian and the Certificate Administrator. (a) Each of the Trustee, the Custodian and the Certificate Administrator, and with respect to the Trustee prior to the actual knowledge of a Responsible Office of 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 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. Neither the Depositor nor the Servicer nor the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee, the Custodian or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or Special Servicer Termination Event has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Section 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 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, the Custodian or the Certificate Administrator set forth in this Agreement shall not be construed as a duty. 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 Certificateholders and the Companion Loan Holders (or, if a Companion Loan Holder is an Other Securitization Trust, the related Other Depositor or Other Trustee), subject to the terms of the Loan Documents and the Co-Lender Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the Trustee, the Custodian and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee, the Custodian 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 to the requirements of this Agreement to the extent specifically set forth herein. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee, the Custodian or the Certificate Administrator, as applicable, 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 reasonable satisfaction, the Trustee or the Certificate Administrator shall provide notice thereof to the Certificateholders. None of the Trustee, the Custodian or 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 the case may be, in good faith, pursuant to this Agreement. (c) Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee, the Custodian or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its own willful misconduct or bad faith, provided, however, that: (i) the Trustee’s, the Certificate Administrator’s and the Custodian’s duties and obligations shall be determined solely by the express provisions of this Agreement, the Trustee, the Custodian and the Certificate Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in regard to such party in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee, the Custodian or the Certificate Administrator and each of the Trustee, the Custodian and the Certificate 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, the Custodian 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) the Trustee, the Custodian and the Certificate Administrator shall not be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee, the Custodian or the Certificate Administrator, unless it shall be proved that the Trustee, the Custodian or the Certificate Administrator such Responsible Officer, as applicable, was negligent in ascertaining the pertinent facts; (iii) the Trustee, the Custodian 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, the Custodian or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (iv) for all purposes under this Agreement, the Trustee, the Custodian 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 referred to in Section 7.1 or any other act, breach or failure of any Person, or circumstance upon the occurrence of which the Trustee, the Custodian 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, pursuant to Section 10.4, of such failure from the Servicer, the Special Servicer, the Depositor, the Loan Borrower or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates. (v) subject to the other provisions of this Agreement and without limiting the generality of Sections 8.1 and 8.2, none of the Certificate Administrator, the Custodian or the Trustee shall have no duty except, in the case of the Trustee, in its capacity as a successor Servicer or successor Special Servicer (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 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 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 shall not be required to take any action with respect to, and none of the Certificate Administrator, the Custodian or Trustee shall be deemed to have notice or knowledge of any Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event unless a Responsible Officer of the Trustee, the Custodian 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, the Custodian and the Certificate Administrator may conclusively assume that there is no 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, the Custodian 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, none of the Trustee, the Custodian or the Certificate Administrator shall be responsible or have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee, the Custodian or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee, the Custodian and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee, the Custodian and the Certificate Administrator hereunder, as applicable. In no event shall the Certificate Administrator, the Custodian or Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond the Certificate Administrator’s, the Custodian’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, U.S. Bank National Association acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of (a) Xxxxx Fargo Bank, U.S. Bank National Association, acting in a capacity that is unrelated to the transactions contemplated by this Agreement, or (b) Xxxxx Fargo Bank, U.S. 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, U.S. 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. (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 of the Code (or successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6226 of the Code (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. (g) Knowledge by the Trustee, the Custodian or the Certificate Administrator in one capacity shall not be deemed knowledge in any other capacity.

Duties of the Trustee, the Custodian and the Certificate Administrator. (a) Each of the Trustee, the Custodian and the Certificate Administrator, and with respect to the Trustee prior to the actual knowledge of a Responsible Office of 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 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. Neither the Depositor nor the Servicer nor the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee, the Custodian or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or Special Servicer Termination Event has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Section 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 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, the Custodian or the Certificate Administrator set forth in this Agreement shall not be construed as a duty. 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 Certificateholders and the Companion Loan Holders (or, if a Companion Loan Holder is an Other Securitization Trust, the related Other Depositor or Other Trustee), subject to the terms of the Loan Documents and the Co-Lender Agreement. (b) Subject to Sections 8.2(a) and 8.3, each of the Trustee, the Custodian and the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee, the Custodian 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 to the requirements of this Agreement to the extent specifically set forth herein. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner, the Trustee, the Custodian or the Certificate Administrator, as applicable, 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 reasonable satisfaction, the Trustee or the Certificate Administrator shall provide notice thereof to the Certificateholders. None of the Trustee, the Custodian or 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 the case may be, in good faith, pursuant to this Agreement. (c) Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee, the Custodian or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act, its own willful misconduct or bad faith, provided, however, that: (i) the Trustee’s, the Certificate Administrator’s and the Custodian’s duties and obligations shall be determined solely by the express provisions of this Agreement, the Trustee, the Custodian and the Certificate Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in regard to such party in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee, the Custodian or the Certificate Administrator and each of the Trustee, the Custodian and the Certificate 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, the Custodian 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) the Trustee, the Custodian and the Certificate Administrator shall not be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee, the Custodian or the Certificate Administrator, unless it shall be proved that the Trustee, the Custodian or the Certificate Administrator such Responsible Officer, as applicable, was negligent in ascertaining the pertinent facts; (iii) the Trustee, the Custodian 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, the Custodian or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement; (iv) for all purposes under this Agreement, the Trustee, the Custodian 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 referred to in Section 7.1 or any other act, breach or failure of any Person, or circumstance upon the occurrence of which the Trustee, the Custodian 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, pursuant to Section 10.4, of such failure from the Servicer, the Special Servicer, the Depositor, the Loan Borrower or Holders of the Certificates evidencing, in the aggregate, not less than 25% of the Voting Rights of the Certificates. (v) subject to the other provisions of this Agreement and without limiting the generality of Sections 8.1 and 8.2, none of the Certificate Administrator, the Custodian or the Trustee shall have no duty except, in the case of the Trustee, in its capacity as a successor Servicer or successor Special Servicer (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 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 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 shall not be required to take any action with respect to, and none of the Certificate Administrator, the Custodian or Trustee shall be deemed to have notice or knowledge of any Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event unless a Responsible Officer of the Trustee, the Custodian 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, the Custodian and the Certificate Administrator may conclusively assume that there is no 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, the Custodian 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, none of the Trustee, the Custodian or the Certificate Administrator shall be responsible or have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee, the Custodian or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee, the Custodian and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee, the Custodian and the Certificate Administrator hereunder, as applicable. In no event shall the Certificate Administrator, the Custodian or Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond the Certificate Administrator’s, the Custodian’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 Wxxxx Fargo Bank, National Association acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of (a) Xxxxx Wxxxx Fargo Bank, National Association, acting in a capacity that is unrelated to the transactions contemplated by this Agreement, or (b) Xxxxx Wxxxx 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 Wxxxx 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. (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 of the Code (or successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6226 of the Code (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. (g) Knowledge by the Trustee, the Custodian or the Certificate Administrator in one capacity shall not be deemed knowledge in any other capacity.