Common use of Liability of the Master Servicer and the Special Servicer Clause in Contracts

Liability of the Master Servicer and the Special Servicer. Notwithstanding any Sub-Servicing Agreement or primary servicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or the Special Servicer, as applicable, and any Person acting as Sub-Servicer (or its agents or subcontractors) or any reference to actions taken through any Person acting as Sub-Servicer or otherwise, the Master Servicer or the Special Servicer, as applicable, shall remain obligated and primarily liable to the Trustee, the Certificate Administrator, the Certificateholders and any Serviced Companion Loan Holder for the servicing and administering of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loan in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements, primary servicing agreements or arrangements or by virtue of indemnification from any Person acting as Sub-Servicer (or its agents or subcontractors) to the same extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as applicable, alone were servicing and administering the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loan. The Master Servicer or the Special Servicer, as applicable, shall be entitled to enter into an agreement with any Sub-Servicer providing for indemnification of the Master Servicer or the Special Servicer, as applicable, by such Sub-Servicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for indemnification shall be deemed to limit or modify this Agreement.

Liability of the Master Servicer and the Special Servicer. Notwithstanding any Sub-Servicing Agreement or primary servicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or the Special Servicer, as applicable, and any Person acting as Sub-Servicer (or its agents or subcontractors) or any reference to actions taken through any Person acting as Sub-Servicer or otherwise, the Master Servicer or the Special Servicer, as applicable, shall remain obligated and primarily liable to the Trustee, the Certificate Administrator, the Certificateholders Certificateholders, the Uncertificated VRR Interest Owners and any Serviced Companion Loan Holder for the servicing and administering of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loan Loan(s) in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements, primary servicing agreements or arrangements or by virtue of indemnification from any Person acting as Sub-Servicer (or its agents or subcontractors) to the same extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as applicable, alone were servicing and administering the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion LoanLoans. The Master Servicer or the Special Servicer, as applicable, shall be entitled to enter into an agreement with any Sub-Servicer providing for indemnification of the Master Servicer or the Special Servicer, as applicable, by such Sub-Servicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for indemnification shall be deemed to limit or modify this Agreement.

Liability of the Master Servicer and the Special Servicer. Notwithstanding any Sub-Servicing Agreement or primary servicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or the Special Servicer, as applicable, and any Person acting as Sub-Servicer (or its agents or subcontractors) or any reference to actions taken through any Person acting as Sub-Servicer or otherwise, the Master Servicer or the Special Servicer, as applicable, shall remain obligated and primarily liable to the Trustee, the Certificate Administrator, the Certificateholders Certificateholders, the Uncertificated VRR Interest Owner and any Serviced Companion Loan Holder for the servicing and administering of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loan Loan(s) in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements, primary servicing agreements or arrangements or by virtue of indemnification from any Person acting as Sub-Servicer (or its agents or subcontractors) to the same extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as applicable, alone were servicing and administering the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion LoanLoans. The Master Servicer or the Special Servicer, as applicable, shall be entitled to enter into an agreement with any Sub-Servicer providing for indemnification of the Master Servicer or the Special Servicer, as applicable, by such Sub-Servicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for indemnification shall be deemed to limit or modify this Agreement.

Liability of the Master Servicer and the Special Servicer. Notwithstanding any Sub-Servicing Agreement or primary servicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or the Special Servicer, as applicable, and any Person acting as Sub-Servicer (or its agents or subcontractors) or any reference to actions taken through any Person acting as Sub-Servicer or otherwise, the Master Servicer or the Special Servicer, as applicable, shall remain obligated and primarily liable to the Trustee, the Certificate Administrator, the Certificateholders Certificateholders, the Combined Uncertificated VRR Interest Owner and any Serviced Companion Loan Holder for the servicing and administering of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loan Loan(s) in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements, primary servicing agreements or arrangements or by virtue of indemnification from any Person acting as Sub-Servicer (or its agents or subcontractors) to the same extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as applicable, alone were servicing and administering the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion LoanLoans. The Master Servicer or the Special Servicer, as applicable, shall be entitled to enter into an agreement with any Sub-Servicer providing for indemnification of the Master Servicer or the Special Servicer, as applicable, by such Sub-Servicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for indemnification shall be deemed to limit or modify this Agreement.

Liability of the Master Servicer and the Special Servicer. Notwithstanding any Sub-Servicing Agreement or primary servicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or the Special Servicer, as applicable, and any Person acting as Sub-Servicer (or its agents or subcontractors) or any reference to actions taken through any Person acting as Sub-Servicer or otherwise, the Master Servicer or the Special Servicer, as applicable, shall remain obligated and primarily liable to the Trustee, the Certificate Administrator, the Certificateholders Trust Certificateholders, the Uncertificated Interest Owners and any Serviced Companion Loan Holder for the servicing and administering of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loan Loan(s) in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements, primary servicing agreements or arrangements or by virtue of indemnification from any Person acting as Sub-Servicer (or its agents or subcontractors) to the same extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as applicable, alone were servicing and administering the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion LoanLoans. The Master Servicer or the Special Servicer, as applicable, shall be entitled to enter into an agreement with any Sub-Servicer providing for indemnification of the Master Servicer or the Special Servicer, as applicable, by such Sub-Servicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for indemnification shall be deemed to limit or modify this Agreement.

Liability of the Master Servicer and the Special Servicer. Notwithstanding any Sub-Servicing Agreement or primary servicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or the Special Servicer, as applicable, and any Person acting as Sub-Servicer (or its agents or subcontractors) or any reference to actions taken through any Person acting as Sub-Servicer or otherwise, the Master Servicer or the Special Servicer, as applicable, shall remain obligated and primarily liable to the Trustee, the Certificate Administrator, the Certificateholders and any Serviced Companion Loan Holder for the servicing and administering of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loan Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements, primary servicing agreements or arrangements or by virtue of indemnification from any Person acting as Sub-Servicer (or its agents or subcontractors) to the same extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as applicable, alone were servicing and administering the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion LoanLoans. The Master Servicer or the Special Servicer, as applicable, shall be entitled to enter into an agreement with any Sub-Servicer providing for indemnification of the Master Servicer or the Special Servicer, as applicable, by such Sub-Servicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for indemnification shall be deemed to limit or modify this Agreement.

Liability of the Master Servicer and the Special Servicer. Notwithstanding any Sub-Servicing Agreement or primary servicing agreementAgreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or the Special Servicer, as applicable, Servicer and any Person acting as Subsub-Servicer servicer (or its agents or subcontractors) or any reference to actions taken through any Person acting as Subsub-Servicer servicer or otherwise, the Master Servicer or the Special Servicer, as applicable, shall remain obligated and primarily liable to the Trustee, Trustee (on behalf of the Certificate AdministratorCertificateholders), the Certificateholders and any and, with respect to the Serviced Whole Loans, the Serviced Companion Loan Holder Noteholders, for the servicing and administering of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loan Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subsub-Servicing Agreements, primary servicing agreements or arrangements or by virtue of indemnification from the Depositor or any other Person acting as Subsub-Servicer servicer (or its agents or subcontractors) to the same extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as applicable, alone were servicing and administering the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion LoanLoans. The Each of the Master Servicer or and the Special Servicer, as applicable, Servicer shall be entitled to enter into an agreement with any Subsub-Servicer servicer providing for indemnification of the Master Servicer or the Special Servicer, as applicable, by such Subsub-Servicerservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for indemnification shall be deemed to limit or modify this Agreement.

Liability of the Master Servicer and the Special Servicer. Notwithstanding any Sub-Servicing Agreement or primary servicing subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or the Special Servicer, as applicable, and any other Person acting as Sub-Servicer subservicer (or its agents or subcontractors) or any reference to actions taken through the Depositor or any other Person acting as Sub-Servicer subservicer or otherwise, each of the Master Servicer or the Special Servicer, as applicable, shall remain obligated and primarily liable to the Trustee, the Certificate Administrator, the Trustee and Certificateholders and any Serviced Companion Loan Holder for the servicing and administering of the Mortgage Loans (other than the Outside Serviced and Mortgage Loans) Certificates it is obligated to service and the Serviced Companion Loan administer pursuant to this Agreement in accordance with the provisions of this Agreement Section 3.1 without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements, primary servicing subservicing agreements or arrangements or by virtue of indemnification from the Depositor or any other Person acting as Sub-Servicer subservicer (or its agents or subcontractors) to the same extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as applicable, alone were servicing and administering such Mortgage Loans or Mortgage Certificates; PROVIDED, HOWEVER, that neither the Master Servicer nor the Special Servicer shall be liable for any action taken that is not solely in the best interests of the Certificateholders as a result of the existence or occurrence of one or more of the factors described in clauses (i) through (iv) of the first paragraph of Section 3.1(a) if (1) such action is taken by a subservicer appointed by it with due care pursuant to the last sentence of such first paragraph and in accordance with the requirements of Section 3.1(c) and (2) the Rating Agency shall have confirmed in writing that the appointment of such subservicer will not result in the qualification, downgrade or withdrawal of the ratings then assigned to the Certificates. Neither the Master Servicer, nor the Special Servicer shall be liable for actions taken or omitted to be taken with respect to the Mortgage Loans (other than Certificates by the Outside Serviced trustee, the master servicer or the special servicer for the Mortgage Loans) and Certificates, or the Serviced Companion LoanTrustee hereunder pursuant to in Section 3.16 hereof. The Master Servicer or and the Special Servicer, as applicable, Servicer shall each be entitled to enter into an agreement with any Sub-Servicer subservicer providing for indemnification of the Master Servicer or the Special Servicer, as applicable, by such Sub-Servicersubservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for indemnification shall be deemed to limit or modify this AgreementAgreement and no such indemnification shall be payable from amounts collected with respect to the assets of the Trust Fund being subserviced thereunder. For purposes of this section, payments made to and collections received by subservicers with respect to a Mortgage Loan or a REO Property shall be deemed to be received by the Master Servicer and the Special Servicer, as applicable, when such payments and collections are received by the related subservicer and the Master Servicer or the Special Servicer, as applicable, shall remain liable for such payments and collections, notwithstanding the fact that such payments and collections are not remitted to the Master Servicer or the Special Servicer, as applicable. It is acknowledged by the parties hereto that the Master Servicer has been retained as contract servicer only, that the Master Servicer did not originate or re-underwrite the Mortgage Loans, and that all information available to the Master Servicer regarding the Mortgage Loans has been supplied by the Originator or by others at the direction of the Originator. As a consequence of the foregoing, the Master Servicer shall not be liable to the Trust, the Depositor, or any Certificateholder for any loss resulting from any deficiency or inaccuracies in the Mortgage Files as of the Cut-Off Date or in any other information supplied to the Master Servicer.