Common use of Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others Clause in Contracts

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, the Certificateholders or any other Person for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations or duties. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer, and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement, the Mortgage Loans or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or that would otherwise constitute a Servicing Advance; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations or duties; or (iv) incurred in connection with any violation by any of them of any state or federal securities law; provided, however, that if and to the extent that a Loan Combination and/or a related Non-Trust Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), shall also be payable out of the Collection Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect thereto), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable thereto.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor and their respective Affiliates or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the foregoing shall be under any liability to the Trust Fund, the Underwriters, the parties heretoTrust, the Certificateholders or any other Person the Companion Holders for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor and their respective Affiliates or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer and their respective Affiliates and any director, officer, member, manager, employee or agent of the Depositor, the Master Servicer or the Special Servicer and their respective Affiliates may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master ServicerServicer (including in its capacity as Companion Paying Agent), the Special Servicer, Servicer and their respective Affiliates and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, against any lossand all claims, liability or expense (including losses, penalties, fines, forfeitures, reasonable legal fees and expenses) related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Certificates, other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or that would otherwise constitute a Servicing Advancehereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any of its directors, officers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities law; provided. Each of the Master Servicer and the Special Servicer may rely, howeverand shall be protected in acting or refraining from acting upon, that if any resolution, officer's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by the Master Servicer or the Special Servicer to be genuine and to have been signed or presented by the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedproper party or parties and each of them may consult with counsel, such expenses, costs and liabilities in which case any written advice of counsel or Opinion of Counsel shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if full and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan complete authorization and protection with respect thereto), shall also be payable out to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of the Collection Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect thereto), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable theretoCounsel.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the Depositor, the Master Servicer or the Special Servicer shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, Fund or the Certificateholders or any other Person for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or negligent by reason of reckless disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer, Servicer and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, and held harmless against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement, the Mortgage Loans Agreement or the Certificates (including, without limitation, or any asset of the distribution or posting of reports or other information as contemplated by this Agreement)Trust Fund, other than any loss, liability or expense: (i) expense specifically required to be borne thereby by such Person pursuant to the terms hereof hereof, or that would otherwise constitute which constitutes a Servicing Advance; Advance (ii) and is otherwise specifically reimbursable hereunder), or which is incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred such Person by reason of such Person's willful misfeasance, bad faith, willful misconduct faith or negligence in the performance of its obligations or such Person's duties hereunder or negligent by reason of such Person's reckless disregard of such obligations and duties hereunder. None of the Depositor, the Master Servicer or duties; the Special Servicer shall be under any obligation to appear in, prosecute or (iv) incurred defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in connection with its opinion may involve it in any violation by any of them of any state ultimate expense or federal securities lawliability; provided, however, that if the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and to the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedrights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be payable entitled to be reimbursed therefor out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if and amounts attributable to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), shall also be payable out of the Collection Account if amounts Mortgage Loans on deposit in the related Loan Combination Custodial Certificate Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect theretoprovided by Section 3.05(a), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable thereto.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor and their respective Affiliates or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the foregoing shall be under any liability to the Trust Fund, the Underwriters, the parties heretoTrust, the Certificateholders or any other Person the Companion Holders for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor and their respective Affiliates or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer and their respective Affiliates and any director, officer, member, manager, employee or agent of the Depositor, the Master Servicer or the Special Servicer and their respective Affiliates may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master ServicerServicer (including in their capacities as Companion Paying Agents), the Special Servicer, Servicer and their respective Affiliates and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, against any lossand all claims, liability or expense (including losses, penalties, fines, forfeitures, reasonable legal fees and expenses) related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Certificates, other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or that would otherwise constitute a Servicing Advancehereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any of its directors, officers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities law; provided. The Master Servicer and the Special Servicer may rely, howeverand shall be protected in acting or refraining from acting upon, that if any resolution, officer's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by the Master Servicer or the Special Servicer to be genuine and to have been signed or presented by the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedproper party or parties and each of them may consult with counsel, such expenses, costs and liabilities in which case any written advice of counsel or Opinion of Counsel shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if full and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan complete authorization and protection with respect thereto), shall also be payable out to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of the Collection Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect thereto), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable theretoCounsel.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the Depositor, the Master Servicer or the Special Servicer shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, Fund or the Certificateholders or any other Person for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, Agreement or for errors in 261 judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer, Servicer and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, and held harmless against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement, the Mortgage Loans Certificates or any asset of the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Trust Fund, other than any loss, liability or expense: (i) expense specifically required to be borne thereby by such Person pursuant to the terms hereof hereof, or that would otherwise constitute which constitutes a Servicing Advance; Advance (ii) and is otherwise specifically reimbursable hereunder), or which is incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred such Person by reason of such Person's willful misfeasance, bad faith, willful misconduct faith or negligence in the performance of its obligations or such Person's duties hereunder or by reason of such Person's negligent disregard of obligations and duties hereunder. In no event shall the Master Servicer or Special Servicer be liable for any determination made by the Majority Certificateholder of the Controlling Class pursuant to paragraph (3) of the definition of Specially Serviced Mortgage Loan. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such obligations action, proceeding, hearing or duties; examination that it may deem necessary or (iv) incurred desirable in connection with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any violation liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Certificate Account as provided by any of them of any state or federal securities lawSection 3.05(a); provided, however, that if and such action, proceeding, hearing or examination relates to the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedServiced Whole Loan, such expenses, costs and liabilities shall be payable out of the related Serviced Whole Loan Combination Custodial Account pursuant to Section 3.05(e) and, if and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), then shall also be payable out of the Collection Certificate Account if amounts on deposit in the related Serviced Whole Loan Combination Custodial Account are insufficient therefor; therefor hereunder so long as such expenses, costs and provided, further, that in making a determination as to whether any such indemnity is liabilities do not relate solely attributable to a Non-Trust Loan (or any successor REO Loan with respect thereto), the Serviced B Note. The fact that any related legal action was instituted by such Non-Trust Noteholder or against the holder of a Serviced B Note shall not create a presumption be conclusive evidence that such indemnity is expenses, costs or liabilities are solely attributable thereto.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor and their respective Affiliates or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the foregoing shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, or the Certificateholders or any other Person the Companion Holders for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor and their respective Affiliates or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer and their respective Affiliates and any director, officer, member, manager, employee or agent of the Depositor, the Master Servicer or the Special Servicer or their respective Affiliates may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer, Servicer and their respective Affiliates and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, against any lossand all claims, liability or expense (including losses, penalties, fines, forfeitures, reasonable legal fees and expenses) related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Certificates, other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or that would otherwise constitute a Servicing Advancehereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any of its directors, officers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities law; provided. Each of the Master Servicer and the Special Servicer may rely, howeverand shall be protected in acting or refraining from acting upon, that if any resolution, officer's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by the Master Servicer or the Special Servicer to be genuine and to have been signed or presented by the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedproper party or parties and each of them may consult with counsel, such expenses, costs and liabilities in which case any written advice of counsel or Opinion of Counsel shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if full and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan complete authorization and protection with respect thereto), shall also be payable out to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of the Collection Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect thereto), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable theretoCounsel.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, the Certificateholders or any other Person for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations or duties. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer, and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement, the Trust Mortgage Loans or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or that would otherwise constitute a Servicing Advance; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations or duties; or (iv) incurred in connection with any violation by any of them of any state or federal securities law; provided, however, that if and to the extent that a the Great Mall Loan Combination Pair and/or a related Nonthe Great Mall B-Trust Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related Loan Combination Great Mall Custodial Account pursuant to Section 3.05(e) and, if and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), shall also be payable out of the Collection Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect thereto), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable thereto.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, the Certificateholders Certificateholders, any Companion Holder or any other Person for any action taken, taken or 233 for refraining from the taking of any action, action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them against any liability to the Trust Fund, the Trustee, the Certificateholders Certificateholders, any Companion Holder or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations or dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer, and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust Fund out of the Collection Certificate Account or the Distribution Account, as applicable in accordance with Section 3.053.05 (or, insofar as a Loan Pair is involved, and to the extent permitted by the related Intercreditor Agreement, out of amounts attributable to such Loan Pair on deposit in the related Companion Loan Custodial Account as provided in Section 3.04), against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement, the Mortgage Loans or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or that would otherwise constitute a Servicing Advance; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations or duties; or (iv) incurred in connection with any violation by any of them of any state or federal securities law; provided, however, that if and to the extent that a Loan Combination and/or a related Non-Trust Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), shall also be payable out of the Collection Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect thereto), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable thereto.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the Depositor, the Master Servicer or the Special Servicer shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, Fund or the Certificateholders or any other Person for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer, Servicer and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, and held harmless against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement, the Mortgage Loans Certificates or any asset of the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Trust Fund, other than any loss, liability or expense: (i) expense specifically required to be borne thereby by such Person pursuant to the terms hereof hereof, or that would otherwise constitute which constitutes a Servicing Advance; Advance (ii) and is otherwise specifically reimbursable hereunder), or which is incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred such Person by reason of such Person's willful misfeasance, bad faith, willful misconduct faith or negligence in the performance of its obligations or such Person's duties hereunder or by reason of such Person's negligent disregard of obligations and duties hereunder. In no event shall the Master Servicer be liable for any determination made by the Majority Certificateholder of the Controlling Class pursuant to paragraph (3) of the definition of Specially Serviced Mortgage Loan. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such obligations action, proceeding, hearing or duties; examination that it may deem necessary or (iv) incurred desirable in connection with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any violation liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Certificate Account as provided by any of them of any state or federal securities lawSection 3.05(a); provided, however, that if and such 229 action, proceeding, hearing or examination relates to the extent that a Xxxxxxxx Fashion Center A/B Loan Combination and/or a related Non-Trust Noteholder is involvedXxxxxxxx Fashion Center Companion Holder, such expenses, costs and liabilities shall be payable out of the related Loan Combination Xxxxxxxx Fashion Center Custodial Account pursuant to Section 3.05(e) and, if and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), then shall also be payable out of the Collection Certificate Account if amounts on deposit in the related Loan Combination Xxxxxxxx Fashion Center Custodial Account are insufficient therefor; therefor hereunder so long as such expenses, costs and provided, further, that in making a determination as to whether any such indemnity is liabilities do not relate solely attributable to a Non-Trust Loan (or any successor REO Loan with respect thereto), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable theretoXxxxxxxx Fashion Center Companion Loan.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the Depositor, the Master Servicer or the Special Servicer shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, Fund or the Certificateholders or any other Person for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer, Servicer and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, and held harmless against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement, the Mortgage Loans Certificates or any asset of the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Trust Fund, other than any loss, liability or expense: (i) expense specifically required to be borne thereby by such Person pursuant to the terms hereof hereof, or that would otherwise constitute which constitutes a Servicing Advance; Advance (ii) and is otherwise specifically 207 reimbursable hereunder), or which is incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred such Person by reason of such Person's willful misfeasance, bad faith, willful misconduct faith or negligence in the performance of its obligations or such Person's duties hereunder or by reason of such Person's negligent disregard of obligations and duties hereunder. In no event shall the Master Servicer be liable for any determination made by the Majority Certificateholder of the Controlling Class pursuant to paragraph (3) of the definition of Specially Serviced Mortgage Loan. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such obligations action, proceeding, hearing or duties; examination that it may deem necessary or (iv) incurred desirable in connection with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any violation liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Certificate Account as provided by any of them of any state or federal securities lawSection 3.05(a); provided, however, that if and such action, proceeding, hearing or examination relates to the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedServiced Whole Loan, such expenses, costs and liabilities shall be payable out of the related Serviced Whole Loan Combination Custodial Account pursuant to Section 3.05(e) and, if and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), then shall also be payable out of the Collection Certificate Account if amounts on deposit in the related Serviced Whole Loan Combination Custodial Account are insufficient therefor; therefor hereunder so long as such expenses, costs and provided, further, that in making a determination as to whether any such indemnity is liabilities do not relate solely attributable to a Non-Trust Loan (or any successor REO Loan with respect thereto), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable theretoServiced Companion Loan.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of Neither the Depositor, the Master Servicer, the Special Servicer nor any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, Fund or the Certificateholders or any other Person for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment, or for any action taken or for refraining from the taking of any action or for errors of judgment of the master servicer, the special servicer or the trustee for the Mortgage Certificates; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Depositor, the Master Servicer, Servicer or the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties warranties, representations or representations covenants made herein by such partyherein, or against any expense specific liability imposed on the Depositor, the Master Servicer or liability specifically required to be borne by such party without right of reimbursement the Special Servicer pursuant to the terms Section 3.1 or any other Section hereof, or against any liability which would otherwise be imposed by reason of bad faith, willful misfeasance, bad faith misfeasance or gross negligence in the performance of its duties or by reason of reckless disregard of obligations or duties hereunder or negligent disregard of such obligations or dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima faciePRIMA FACIE, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Depositor, Trust shall indemnify the Master Servicer, Servicer and the Special Servicer, Servicer and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing shall be indemnified Master Servicer and held the Special Servicer and hold them harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, against any lossand all claims, liability or expense (including reasonable losses, penalties, fines, forfeitures, legal fees and expenses) related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any pending or threatened legal action or claim relating to (i) this Agreement, the Mortgage Loans or the Certificates (includingREO Property, without limitationif such legal action is incidental to, or arises from, the distribution Master Servicer or posting of reports or other information Special Servicer, as contemplated by the case may be, serving in such capacity under this Agreement), (ii) any defect in any Mortgage Loan or Mortgage Certificate or related documents as of the Cut-Off Date, (iii) in the case of the Master 104 Servicer, any action taken based on information provided by the Special Servicer, and (iv) any action taken by the Master Servicer or the Special Servicer, as the case may be, in accordance with instructions delivered in writing to the Master Servicer or the Special Servicer, as the case may be, by the Trustee or, in the case of the Special Servicer or by the Master Servicer, pursuant to any provision of this Agreement, in each case other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or that would otherwise constitute a Servicing Advance; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) expense incurred by reason of bad faiththe Master Servicer's or the Special Servicer's, as the case may be, breach of any representation, warranty or covenant in this Agreement, by reason of the Master Servicer's or the Special Servicer's, as the case may be, willful misconduct misfeasance, bad faith or negligence in the performance of its obligations and duties under this Agreement or duties hereunder by reason of the Master Servicer's or negligent the Special Servicer's, as the case may be, reckless disregard of such its obligations and duties under this Agreement. Neither the Depositor, the Master Servicer nor the Special Servicer shall be under any obligation to appear in, prosecute or dutiesdefend any legal action which is not incidental to its respective duties under this Agreement and in its opinion does not expose it to any material expense or liability for which it is not entitled to reimbursement hereunder; or (iv) incurred in connection with any violation by any of them of any state or federal securities law; providedPROVIDED, howeverHOWEVER, that if the Depositor, the Master Servicer or the Special Servicer, as applicable, may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders hereunder. In such event, any reasonable legal expenses and to the extent that a Loan Combination and/or a related Non-Trust Noteholder is involved, costs of such action shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be payable out of the related Loan Combination Custodial Account pursuant entitled to Section 3.05(e) and, if and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), shall also be payable out of reimbursed therefor from the Collection Account if amounts on deposit as provided in the related Loan Combination Custodial Account are insufficient thereforSection 3.6 of this Agreement; and providedPROVIDED, furtherHOWEVER, that in making a determination as the Master Servicer shall be under no duty to whether recalculate or otherwise verify the amount of such reimbursement. The right of each of the Master Servicer and the Special Servicer to indemnification and reimbursement pursuant to this Section 6.3 shall survive any such indemnity is solely attributable resignation or termination of the Master Servicer or the Special Servicer, respectively, pursuant to a Non-Trust Loan (or any successor REO Loan with respect thereto), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable theretothis Agreement.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the foregoing shall be under any liability to the Trust Fund, the Underwriters, the parties heretoTrust, the Certificateholders or any other Person the Companion Holders for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer and any director, officer, member, manager, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer, Servicer and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, against any lossand all claims, liability or expense (including losses, penalties, fines, forfeitures, reasonable legal fees and expenses) related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans Loans, the Companion Loans, or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Certificates, other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or that would otherwise constitute a Servicing Advancehereof; (ii) incurred in connection with any breach of a representation representation, warranty or warranty covenant made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any of its directors, officers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities law; provided. Each of the Master Servicer and the Special Servicer may rely, howeverand shall be protected in acting or refraining from acting upon, that if any resolution, officer's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by the Master Servicer or the Special Servicer to be genuine and to have been signed or presented by the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedproper party or parties and each of them may consult with counsel, such expenses, costs and liabilities in which case any written advice of counsel or Opinion of Counsel shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if full and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan complete authorization and protection with respect thereto), shall also be payable out to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of the Collection Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect thereto), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable theretoCounsel.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the Depositor, the Master Servicer or the Special Servicer shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, Fund or the Certificateholders or any other Person for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer, Servicer and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, and held harmless against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement, the Mortgage Loans Certificates or any asset of the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Trust Fund, other than any loss, liability or expense: (i) expense specifically required to be borne thereby by such Person pursuant to the terms hereof hereof, or that would otherwise constitute which constitutes a Servicing Advance; Advance (ii) and is otherwise specifically reimbursable hereunder), or which is incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred such Person by reason of such Person's willful misfeasance, bad faith, willful misconduct faith or negligence in the performance of its obligations or such Person's duties hereunder or by reason of such Person's negligent disregard of such obligations and duties hereunder. In no event shall the Master Servicer be liable for any determination made by the Majority Certificateholder of the Controlling Class pursuant to paragraph (3) of the definition of Specially Serviced Mortgage Loan. None of the Depositor, the Master Servicer or duties; the Special Servicer shall be under any obligation to appear in, prosecute or (iv) incurred defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in connection with its opinion may involve it in any violation by any of them of any state ultimate expense or federal securities lawliability; provided, however, that if the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and to the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedrights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be payable entitled to be reimbursed therefor out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if and amounts attributable to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), shall also be payable out of the Collection Account if amounts Mortgage Loans on deposit in the related Loan Combination Custodial Certificate Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect theretoprovided by Section 3.05(a), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable thereto.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor and their respective Affiliates or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the foregoing shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, or the Certificateholders or any other Person the Companion Holders for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that (i) this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor and their respective Affiliates or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer and their respective Affiliates and any director, officer, member, manager, employee or agent of the Depositor, the Master Servicer or the Special Servicer or their respective Affiliates may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer, Servicer and their respective Affiliates and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, against any lossand all claims, liability or expense (including losses, penalties, fines, forfeitures, reasonable legal fees and expenses) related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Certificates, other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or that would otherwise constitute a Servicing Advancehereof; (ii) incurred in connection with any breach of a representation representation, warranty or warranty covenant made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any of its directors, officers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities law; provided. Each of the Master Servicer and the Special Servicer may rely, howeverand shall be protected in acting or refraining from acting upon, that if any resolution, officer's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by the Master Servicer or the Special Servicer to be genuine and to have been signed or presented by the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedproper party or parties and each of them may consult with counsel, such expenses, costs and liabilities in which case any written advice of counsel or Opinion of Counsel shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if full and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan complete authorization and protection with respect thereto), shall also be payable out to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of the Collection Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect thereto), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable theretoCounsel.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the Depositor, the Master Servicer or the Special Servicer shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, Fund or the Certificateholders or any other Person for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer, Servicer and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, and held harmless against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement, the Mortgage Loans Certificates or any asset of the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Trust Fund, other than any loss, liability or expense: (i) expense specifically required to be borne thereby by such Person pursuant to the terms hereof hereof, or that would otherwise constitute which constitutes a Servicing Advance; Advance (ii) and is otherwise specifically reimbursable hereunder), or which is incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred such Person by reason of such Person's willful misfeasance, bad faith, willful misconduct faith or negligence in the performance of its obligations or such Person's duties hereunder or by reason of such Person's negligent disregard of such obligations and duties hereunder. None of the Depositor, the Master Servicer or duties; the Special Servicer shall be under any obligation to appear in, prosecute or (iv) incurred defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in connection with its opinion may involve it in any violation by any of them of any state ultimate expense or federal securities lawliability; provided, however, that if the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and to the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedrights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be payable entitled to be reimbursed therefor out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if and amounts attributable to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), shall also be payable out of the Collection Account if amounts Mortgage Loans on deposit in the related Loan Combination Custodial Certificate Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect theretoprovided by Section 3.05(a), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable thereto.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of Subject to Section 6.01, neither the Depositor, the Master Servicer, the Special Servicer nor any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the Depositor the Master Servicer or the Special Servicer shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, the Certificateholders or any other Person the Companion Loan Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, Depositor or the Master Servicer, Servicer or the Special Servicer nor any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them against any liability to the Trust Fund, the Trustee, the Certificateholders or any other such Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of (i) any breach of warranty or representation with respect to such respective party or (ii) any willful misfeasancemisconduct, bad faith faith, fraud or negligence in the performance of its duties or by reason of negligent disregard of obligations or duties hereunder or negligent disregard of with respect to such obligations or dutiesrespective party. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer, Servicer and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing Depositor or the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund (which indemnification amounts shall be payable out of the Collection Account or the Distribution applicable Whole Loan Custodial Account if with respect to a Serviced Whole Loan and then out of the Collection Account, as applicable provided that, to the extent that the amount relates to a Serviced Whole Loan, is required under the related Intercreditor Agreement to be borne by the holder of a related Subordinate Companion Loan and is paid from the Collection Account because funds on deposit in accordance with Section 3.05the related Whole Loan Custodial Account are insufficient to pay such indemnification, then the Master Servicer shall from time to time thereafter use amounts otherwise payable to the holder of such Subordinate Companion Loan to deposit into the Collection Account in the amount so paid from the Collection Account) against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action with, or claim relating to to, this Agreement, the Mortgage Loans Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Certificates, other than any loss, liability or expense: expense (including reasonable legal fees and expenses) (i) incurred by reason of willful misconduct, bad faith, fraud or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations or duties hereunder, in each case by the Person being indemnified, (ii) with respect to any such party, resulting from the breach by such party of any of its representations or warranties contained herein, (iii) specifically required to be borne thereby by the party seeking indemnification, without right of reimbursement pursuant to the terms hereof or (iv) which constitutes a Property Advance that would is otherwise constitute reimbursable hereunder. Neither the Depositor nor the Master Servicer nor the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured; provided, however, that the Depositor or the Master Servicer or the Special Servicer 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. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund (payable out of the Collection Account or the applicable Whole Loan Custodial Account if with respect to a Servicing Advance; Serviced Whole Loan and then out of the Collection Account, provided that to the extent that the amount relates to a Serviced Whole Loan, is required under the related Intercreditor Agreement to be borne by the holder of a related Subordinate Companion Loan and is paid from the Collection Account because funds on deposit in the related Whole Loan Custodial Account are insufficient to pay such indemnification, then the Master Servicer shall from time to time thereafter use amounts otherwise payable to the holder of such Subordinate Companion Loan to deposit into the Collection Account in the amount so paid from the Collection Account), and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Collection Account as provided in Section 3.06 of this Agreement. The Other Master Servicer, the Other Special Servicer, the Other Depositor, the Other Trustee, and any of their respective directors, officers, employees or agents (iicollectively, the "Other Indemnified Parties"), shall be indemnified by the Trust and held harmless against the Trust's pro rata share (subject to the related Intercreditor Agreement) of any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any breach legal action relating to the Non-Serviced Mortgage Loan under the Other Pooling Agreement or this Agreement (but excluding any such items allocable to the Non-Serviced Companion Loan), reasonably requiring the use of a representation counsel or warranty made by it herein; (iii) the incurring of expenses other than any losses incurred by reason of any Other Indemnified Party's willful misfeasance, bad faith, willful misconduct faith or negligence in the performance of its obligations duties or duties hereunder or by reason of negligent disregard of such obligations or duties; or (iv) incurred in connection with any violation by any of them of any state or federal securities law; provided, however, that if and to duties under the extent that a Loan Combination and/or a related Non-Trust Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), shall also be payable out of the Collection Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect thereto), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable theretoOther Pooling Agreement.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor and their respective Affiliates or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the foregoing shall be under any liability to the Trust Fund, the Underwriters, the parties heretoTrust, the Certificateholders or any other Person the Companion Holders for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that (i) this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor and their respective Affiliates or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, Servicer (including in its capacity as Companion Paying Agent) and the Special Servicer and their respective Affiliates and any director, officer, member, manager, employee or agent of the Depositor, the Master Servicer or the Special Servicer and their respective Affiliates may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master ServicerServicer (including in its capacity as Companion Paying Agent), the Special Servicer, Servicer and their respective Affiliates and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, against any lossand all claims, liability or expense (including losses, penalties, fines, forfeitures, reasonable legal fees and expenses) related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Certificates, other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or that would otherwise constitute a Servicing Advancehereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any of its directors, officers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities law; provided. Each of the Master Servicer and the Special Servicer may rely, howeverand shall be protected in acting or refraining from acting upon, that if any resolution, officer's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by the Master Servicer or the Special Servicer to be genuine and to have been signed or presented by the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedproper party or parties and each of them may consult with counsel, such expenses, costs and liabilities in which case any written advice of counsel or Opinion of Counsel shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if full and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan complete authorization and protection with respect thereto), shall also be payable out to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of the Collection Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect thereto), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable theretoCounsel.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the Depositor, the Master Servicer or the Special Servicer shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, Fund or the Certificateholders or any other Person for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or negligent by reason of reckless disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer, Servicer and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, and held harmless against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement, the Mortgage Loans Agreement or the Certificates (including, without limitation, or any asset of the distribution or posting of reports or other information as contemplated by this Agreement)Trust Fund, other than any loss, liability or expense: (i) expense specifically required to be borne thereby by such Person pursuant to the terms hereof hereof, or that would otherwise constitute which constitutes a Servicing Advance; Advance (ii) and is otherwise specifically reimbursable hereunder), 160 or which is incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred such Person by reason of such Person's willful misfeasance, bad faith, willful misconduct faith or negligence in the performance of its obligations or such Person's duties hereunder or negligent by reason of such Person's reckless disregard of such obligations and duties hereunder. None of the Depositor, the Master Servicer or duties; the Special Servicer shall be under any obligation to appear in, prosecute or (iv) incurred defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in connection with its opinion may involve it in any violation by any of them of any state ultimate expense or federal securities lawliability; provided, however, that if the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and to the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedrights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be payable entitled to be reimbursed therefor out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if and amounts attributable to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), shall also be payable out of the Collection Account if amounts Mortgage Loans on deposit in the related Loan Combination Custodial Certificate Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect theretoprovided by Section 3.05(a), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable thereto.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor and their respective Affiliates or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the foregoing shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, or the Certificateholders or any other Person the Companion Holders for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that (i) this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor and their respective Affiliates or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer and their respective Affiliates and any director, officer, member, manager, employee or agent of the Depositor, the Master Servicer or the Special Servicer and their respective Affiliates may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer, Servicer and their respective Affiliates and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, against any lossand all claims, liability or expense (including losses, penalties, fines, forfeitures, reasonable legal fees and expenses) related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Certificates, other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or that would otherwise constitute a Servicing Advancehereof; (ii) incurred in connection with any breach of a representation representation, warranty or warranty covenant made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any of its directors, officers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities law; provided. Each of the Master Servicer and the Special Servicer may rely, howeverand shall be protected in acting or refraining from acting upon, that if any resolution, officer's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by the Master Servicer or the Special Servicer to be genuine and to have been signed or presented by the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedproper party or parties and each of them may consult with counsel, such expenses, costs and liabilities in which case any written advice of counsel or Opinion of Counsel shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if full and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan complete authorization and protection with respect thereto), shall also be payable out to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of the Collection Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect thereto), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable theretoCounsel.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor and their respective Affiliates or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the foregoing shall be under any liability to the Trust Fund, the Underwriters, the parties heretoTrust, the Certificateholders or any other Person the Companion Holders for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that (i) this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor and their respective Affiliates or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, Servicer (including in its capacity as Companion Paying Agent) and the Special Servicer and their respective Affiliates and any director, officer, member, manager, employee or agent of the Depositor, the Master Servicer or the Special Servicer and their respective Affiliates may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, Servicer (including in its capacity as Companion Paying Agent) and the Special Servicer, Servicer and their respective Affiliates and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, against any lossand all claims, liability or expense (including losses, penalties, fines, forfeitures, reasonable legal fees and expenses) related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Certificates, other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or that would otherwise constitute a Servicing Advancehereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any of its directors, officers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities law; provided. Each of the Master Servicer and the Special Servicer may rely, howeverand shall be protected in acting or refraining from acting upon, that if any resolution, officer's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by the Master Servicer or the Special Servicer to be genuine and to have been signed or presented by the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedproper party or parties and each of them may consult with counsel, such expenses, costs and liabilities in which case any written advice of counsel or Opinion of Counsel shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if full and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan complete authorization and protection with respect thereto), shall also be payable out to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of the Collection Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect thereto), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable theretoCounsel.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the Depositor, the Master Servicer or the Special Servicer shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, Fund or the Certificateholders or any other Person for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or 263 agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer and the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer, and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, and held harmless against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement, the Mortgage Loans Certificates or any asset of the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Trust Fund, other than any loss, liability or expense: (i) expense specifically required to be borne thereby by such Person pursuant to the terms hereof hereof, or that would otherwise constitute which constitutes a Servicing Advance; Advance (ii) and is otherwise specifically reimbursable hereunder), or which is incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred such Person by reason of such Person's willful misfeasance, bad faith, willful misconduct faith or negligence in the performance of its obligations or such Person's duties hereunder or by reason of such Person's negligent disregard of such obligations or duties; or (iv) incurred in connection with any violation by any of them of any state or federal securities law; provided, however, that if and to the extent that a Loan Combination and/or a related Non-Trust Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), shall also be payable out of the Collection Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect thereto), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable theretoduties hereunder.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the Depositor, the Master Servicer or the Special Servicer shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, Fund or the Certificateholders or any other Person for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, Agreement or 165 for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer, Servicer and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, and held harmless against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement, the Mortgage Loans Certificates or any asset of the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Trust Fund, other than any loss, liability or expense: (i) expense specifically required to be borne thereby by such Person pursuant to the terms hereof hereof, or that would otherwise constitute which constitutes a Servicing Advance; Advance (ii) and is otherwise specifically reimbursable hereunder), or which is incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred such Person by reason of such Person's willful misfeasance, bad faith, willful misconduct faith or negligence in the performance of its obligations or such Person's duties hereunder or by reason of such Person's negligent disregard of such obligations and duties hereunder. None of the Depositor, the Master Servicer or duties; the Special Servicer shall be under any obligation to appear in, prosecute or (iv) incurred defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in connection with its opinion may involve it in any violation by any of them of any state ultimate expense or federal securities lawliability; provided, however, that if the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and to the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedrights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be payable entitled to be reimbursed therefor out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if and amounts attributable to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), shall also be payable out of the Collection Account if amounts Mortgage Loans on deposit in the related Loan Combination Custodial Certificate Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect theretoprovided by Section 3.05(a), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable thereto.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor and their respective Affiliates or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the foregoing shall be under any liability to the Trust Fund, the Underwriters, the parties heretoTrust, the Certificateholders or any other Person the Companion Holders for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor and their respective Affiliates or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer and their respective Affiliates and any director, officer, member, manager, employee or agent of the Depositor, the Master Servicer or the Special Servicer and their respective Affiliates may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master ServicerServicer (including in their capacities as Companion Paying Agents), the Special Servicer, Servicer and their respective Affiliates and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, against any lossand all claims, liability or expense (including losses, penalties, fines, forfeitures, reasonable legal fees and expenses) related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Certificates, other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or that would otherwise constitute a Servicing Advancehereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any of its directors, officers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities law; provided. The Master Servicer and the Special Servicer may rely, howeverand shall be protected in acting or refraining from acting upon, that if any resolution, officer's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by the Master Servicer or the Special Servicer to be genuine and to have been signed or presented by the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedproper party or parties and each of them may consult with counsel, such expenses, costs and liabilities in which case any written advice of counsel or Opinion of Counsel shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if full and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan complete authorization and protection with respect thereto), shall also be payable out to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of the Collection Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect thereto), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable theretoCounsel.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the Depositor, the Master Servicer or the Special Servicer shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, Fund or the Certificateholders or any other Person for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer, Servicer and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing Depositor, the Master Servicer or the Special Servicer shall be indemnified by the 260 Trust Fund and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement, the Mortgage Loans Certificates or any asset of the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Trust Fund, other than any loss, liability or expense: (i) expense specifically required to be borne thereby by such Person pursuant to the terms hereof hereof, or that would otherwise constitute which constitutes a Servicing Advance; Advance (ii) and is otherwise specifically reimbursable hereunder), or which is incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred such Person by reason of such Person's willful misfeasance, bad faith, willful misconduct faith or negligence in the performance of its obligations or such Person's duties hereunder or by reason of such Person's negligent disregard of obligations and duties hereunder. In no event shall the Master Servicer or Special Servicer be liable for any determination made by the Majority Certificateholder of the Controlling Class pursuant to paragraph (3) of the definition of Specially Serviced Mortgage Loan. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such obligations action, proceeding, hearing or duties; examination that it may deem necessary or (iv) incurred desirable in connection with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any violation liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Certificate Account as provided by any of them of any state or federal securities lawSection 3.05(a); provided, however, that if and such action, proceeding, hearing or examination relates to the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedServiced Whole Loan, such expenses, costs and liabilities shall be payable out of the related Serviced Whole Loan Combination Custodial Account pursuant to Section 3.05(e) and, if and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), then shall also be payable out of the Collection Certificate Account if amounts on deposit in the related Serviced Whole Loan Combination Custodial Account are insufficient therefor; therefor hereunder so long as such expenses, costs and provided, further, that in making a determination as to whether any such indemnity is liabilities do not relate solely attributable to a Non-Trust Serviced Companion Loan (or any successor REO Loan with respect thereto), the Serviced B Note. The fact that any related legal action was instituted by such Non-Trust Noteholder or against the holder of a Serviced Companion Loan or Serviced B Note shall not create a presumption be conclusive evidence that such indemnity is expenses, costs or liabilities are solely attributable thereto.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor and their respective Affiliates or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the foregoing shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, or the Certificateholders or any other Person the Companion Holders for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that (i) this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor and their respective Affiliates or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer and their respective Affiliates and any director, officer, member, manager, employee or agent of the Depositor, the Master Servicer or the Special Servicer or their respective Affiliates may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer, Servicer and their respective Affiliates and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, against any lossand all claims, liability or expense (including losses, penalties, fines, forfeitures, reasonable legal fees and expenses) related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Certificates, other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or that would otherwise constitute a Servicing Advancehereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any of its directors, officers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities law; provided. Each of the Master Servicer and the Special Servicer may rely, howeverand shall be protected in acting or refraining from acting upon, that if any resolution, officer's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by the Master Servicer or the Special Servicer to be genuine and to have been signed or presented by the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedproper party or parties and each of them may consult with counsel, such expenses, costs and liabilities in which case any written advice of counsel or Opinion of Counsel shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if full and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan complete authorization and protection with respect thereto), shall also be payable out to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of the Collection Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect thereto), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable theretoCounsel.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the Depositor, the Master Servicer or the Special Servicer shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, Fund or the Certificateholders or any other Person for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or negligent by reason of reckless disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, 161 the Master Servicer, Servicer and the Special Servicer, Servicer and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, and held harmless against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement, the Mortgage Loans Agreement or the Certificates (including, without limitation, or any asset of the distribution or posting of reports or other information as contemplated by this Agreement)Trust Fund, other than any loss, liability or expense: (i) expense specifically required to be borne thereby by such Person pursuant to the terms hereof hereof, or that would otherwise constitute which constitutes a Servicing Advance; Advance (ii) and is otherwise specifically reimbursable hereunder), or which is incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred such Person by reason of such Person's willful misfeasance, bad faith, willful misconduct faith or negligence in the performance of its obligations or such Person's duties hereunder or negligent by reason of such Person's reckless disregard of obligations and duties hereunder. Notwithstanding the foregoing, in the event of any loss, liability or expense described in the preceding sentence relates to a Loan Group or related Mortgaged Property, (A) only the Trust Fund and the related Class S Certificateholder (and not any unrelated Class S Certificateholder) shall be required to indemnify such obligations Persons specified in such sentence, and such indemnification shall be made only from amounts otherwise distributable to such Class S Certificateholder and to the Trust Fund and (B) no Class S Certificateholder shall have any liability hereunder with respect to any loss, liability or duties; expense (i) relating solely to any other Loan Group or Mortgage Loan not a part of such Loan Group or (ivii) incurred relating solely to the issuance, sale, transfer or administration of or distributions with respect to the Certificates or otherwise solely to the Trust Fund. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in connection with its opinion may involve it in any violation by any of them of any state ultimate expense or federal securities lawliability; provided, however, that if the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and to the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedrights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be payable entitled to be reimbursed therefor out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if and amounts attributable to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), shall also be payable out of the Collection Account if amounts Mortgage Loans on deposit in the related Loan Combination Custodial Collection Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect theretoprovided by Section 3.05(a), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable thereto.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the Depositor, the Master Servicer or the Special Servicer shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, Fund or the Certificateholders or any other Person for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or negligent by reason of reckless disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer, Servicer and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, and held harmless against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement, the Mortgage Loans Agreement or the Certificates (including, without limitation, or any asset of the distribution or posting of reports or other information as contemplated by this Agreement)Trust Fund, other than any loss, liability or expense: (i) expense specifically required to be borne thereby by such Person pursuant to the terms hereof hereof, or that would otherwise constitute which constitutes a Servicing Advance; Advance (ii) and is otherwise specifically reimbursable hereunder), or which is incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred such Person by reason of such Person's willful misfeasance, bad faith, willful misconduct faith or negligence in the performance of its obligations or such Person's duties hereunder or negligent by reason of such Person's reckless disregard of such obligations and duties hereunder. None of the Depositor, the Master Servicer or duties; the Special Servicer shall be under any obligation to appear in, prosecute or (iv) incurred defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in connection with its opinion may involve it in any violation by any of them of any state expense or federal securities lawliability; provided, however, that if the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and to the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedrights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be payable entitled to be reimbursed therefor out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if and amounts attributable to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), shall also be payable out of the Collection Account if amounts Mortgage Loans on deposit in the related Loan Combination Custodial Certificate Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect theretoprovided by Section 3.05(a), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable thereto.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the Depositor, the Master Servicer or the Special Servicer shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, Fund or the Certificateholders or any other Person for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or negligent by reason of reckless disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer, Servicer and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, and held harmless against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement, the Mortgage Loans Agreement or the Certificates (including, without limitation, or any asset of the distribution or posting of reports or other information as contemplated by this Agreement)Trust Fund, other than any loss, liability or expense: (i) expense specifically required to be borne thereby by such Person pursuant to the terms hereof hereof, or that would otherwise constitute which constitutes a Servicing Advance; Advance (ii) and is otherwise specifically reimbursable hereunder), or which is incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred such Person by reason of such Person's willful misfeasance, bad faith, willful misconduct faith or negligence in the performance of its obligations or such Person's duties hereunder or negligent by reason of such Person's reckless disregard of such obligations and duties hereunder. 150 None of the Depositor, the Master Servicer or duties; the Special Servicer shall be under any obligation to appear in, prosecute or (iv) incurred defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in connection with its opinion may involve it in any violation by any of them of any state ultimate expense or federal securities lawliability; provided, however, that if the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and to the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedrights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be payable entitled to be reimbursed therefor out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if and amounts attributable to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), shall also be payable out of the Collection Account if amounts Mortgage Loans on deposit in the related Loan Combination Custodial Certificate Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect theretoprovided by Section 3.05(a), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable thereto.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the Depositor, the Master Servicer or the Special Servicer shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, Fund or the Certificateholders or any other Person for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer, Servicer and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, and held harmless against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement, the Mortgage Loans Certificates or any asset of the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Trust Fund, other than any loss, liability or expense: (i) expense specifically required to be borne thereby by such Person pursuant to the terms hereof hereof, or that would otherwise constitute which constitutes a Servicing Advance; Advance (ii) and is otherwise specifically reimbursable hereunder), or which is incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred such Person by reason of such Person's willful misfeasance, bad faith, willful misconduct faith or negligence in the performance of its obligations or such Person's duties hereunder or by reason of such Person's negligent disregard of obligations and duties hereunder. In no event shall the Master Servicer or Special Servicer be liable for any determination made by the Majority Certificateholder of the Controlling Class pursuant to paragraph (3) of the definition of Specially Serviced Mortgage Loan. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any 238 such obligations action, proceeding, hearing or duties; examination that it may deem necessary or (iv) incurred desirable in connection with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any violation liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Certificate Account as provided by any of them of any state or federal securities lawSection 3.05(a); provided, however, that if and such action, proceeding, hearing or examination relates to the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedServiced Whole Loan, such expenses, costs and liabilities shall be payable out of the related Serviced Whole Loan Combination Custodial Account pursuant to Section 3.05(e) and, if and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), then shall also be payable out of the Collection Certificate Account if amounts on deposit in the related Serviced Whole Loan Combination Custodial Account are insufficient therefor; therefor hereunder so long as such expenses, costs and provided, further, that in making a determination as to whether any such indemnity is liabilities do not relate solely attributable to a Non-Trust Loan (or any successor REO Loan with respect thereto), the Serviced Companion Loan. The fact that any related legal action was instituted by such Non-Trust Noteholder or against the holder of a Serviced Companion Loan shall not create a presumption be conclusive evidence that such indemnity is expenses, costs or liabilities are solely attributable thereto.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the Depositor, the Master Servicer or the Special Servicer shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, Fund or the Certificateholders or any other Person for any action taken, taken or for 280 refraining from the taking of any action, action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer, Servicer and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, and held harmless against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement, the Mortgage Loans Certificates or any asset of the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Trust Fund, other than any loss, liability or expense: (i) expense specifically required to be borne thereby by such Person pursuant to the terms hereof hereof, or that would otherwise constitute which constitutes a Servicing Advance; Advance (ii) and is otherwise specifically reimbursable hereunder), or which is incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred such Person by reason of such Person's willful misfeasance, bad faith, willful misconduct faith or negligence in the performance of its obligations or such Person's duties hereunder or by reason of such Person's negligent disregard of obligations and duties hereunder. In no event shall the Master Servicer or Special Servicer be liable for any determination made by the Majority Certificateholder of the Controlling Class pursuant to paragraph (3) of the definition of Specially Serviced Mortgage Loan. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such obligations action, proceeding, hearing or duties; examination that it may deem necessary or (iv) incurred desirable in connection with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any violation liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Certificate Account as provided by any of them of any state or federal securities lawSection 3.05(a); provided, however, that if and such action, proceeding, hearing or examination relates to the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedServiced Whole Loan, such expenses, costs and liabilities shall be payable out of the related Serviced Whole Loan Combination Custodial Account pursuant to Section 3.05(e) and, if and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), then shall also be payable out of the Collection Certificate Account if amounts on deposit in the related Serviced Whole Loan Combination Custodial Account are insufficient therefor; therefor hereunder so long as such expenses, costs and provided, further, that in making a determination as to whether any such indemnity is liabilities do not relate solely attributable to a Non-Trust Serviced Companion Loan (or any successor REO Loan with respect thereto), the Serviced B Note. The fact that any related legal action was instituted by such Non-Trust Noteholder or against the holder of a Serviced Companion Loan or Serviced B Note shall not create a presumption be conclusive evidence that such indemnity is expenses, costs or liabilities are solely attributable thereto.. 281

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, the Certificateholders or any other Person for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them against any liability to the Trust Fund, the Trustee, the Certificate Administrator, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations or duties. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer, and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement, the Mortgage Loans or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this AgreementAgreement and any indemnity of a sub-servicer for any loss liability or expense for which the Master Servicer would be entitled to be indemnified hereunder), other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or that would otherwise constitute a Servicing Advance; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations or duties; or (iv) incurred in connection with any violation by any of them of any state or federal securities law; provided, however, that if and to the extent that a Loan Combination and/or a related Non-Trust Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if and to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), shall also be payable out of the Collection Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect thereto), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable thereto. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the indemnifying or indemnified party.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the Depositor, the Master Servicer or the Special Servicer shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, Fund or the Certificateholders or any other Person for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or negligent by reason of reckless disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer, Servicer and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, and held harmless against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement, the Mortgage Loans Agreement or the Certificates (including, without limitation, or any asset of the distribution or posting of reports or other information as contemplated by this Agreement)Trust Fund, other than any loss, liability or expense: (i) expense specifically required to be borne thereby by such Person pursuant to the terms hereof hereof, or that would otherwise constitute which constitutes a Servicing Advance; Advance (ii) and is otherwise specifically reimbursable hereunder), or which is incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred such Person by reason of such Person's willful misfeasance, bad faith, willful misconduct faith or negligence in the performance of its obligations or such Person's duties hereunder or negligent by reason of such Person's reckless disregard of such obligations and duties hereunder. None of the Depositor, the Master Servicer or duties; the Special Servicer shall be under any obligation to appear in, prosecute or (iv) incurred defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in connection with its opinion may involve it in any violation by any of them of any state ultimate expense or federal securities lawliability; provided, however, that if the Depositor, 156 the Master Servicer or the Special Servicer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and to the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedrights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be payable entitled to be reimbursed therefor out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if and amounts attributable to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), shall also be payable out of the Collection Account if amounts Mortgage Loans on deposit in the related Loan Combination Custodial Certificate Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect theretoprovided by Section 3.05(a), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable thereto.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the Depositor, the Master Servicer or the Special Servicer shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, Fund or the Certificateholders or any other Person for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, Agreement or 149 for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or negligent by reason of reckless disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer, Servicer and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Collection Account or the Distribution Account, as applicable in accordance with Section 3.05, and held harmless against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement, the Mortgage Loans Agreement or the Certificates (including, without limitation, or any asset of the distribution or posting of reports or other information as contemplated by this Agreement)Trust Fund, other than any loss, liability or expense: (i) expense specifically required to be borne thereby by such Person pursuant to the terms hereof hereof, or that would otherwise constitute which constitutes a Servicing Advance; Advance (ii) and is otherwise specifically reimbursable hereunder), or which is incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred such Person by reason of such Person's willful misfeasance, bad faith, willful misconduct faith or negligence in the performance of its obligations or such Person's duties hereunder or negligent by reason of such Person's reckless disregard of such obligations and duties hereunder. None of the Depositor, the Master Servicer or duties; the Special Servicer shall be under any obligation to appear in, prosecute or (iv) incurred defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in connection with its opinion may involve it in any violation by any of them of any state ultimate expense or federal securities lawliability; provided, however, that if the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and to the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedrights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be payable entitled to be reimbursed therefor out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if and amounts attributable to the extent not solely attributable to a related Non-Trust Loan (or any successor REO Loan with respect thereto), shall also be payable out of the Collection Account if amounts Mortgage Loans on deposit in the related Loan Combination Custodial Certificate Account are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect theretoprovided by Section 3.05(a), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable thereto.

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them the Depositor, the Master Servicer or the Special Servicer shall be under any liability to the Trust Fund, the Underwriters, the parties hereto, the Certificateholders or any other Person the Companion Lender for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer nor or any of the Affiliates, directors, partners, members, managers, shareholders, officers, employees or agents of any of them such Person against any liability to the Trust Fund, the Trustee, the Certificateholders or any other Person for the breach of warranties or representations made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations duties or duties hereunder or negligent by reason of reckless disregard of such obligations or dutiesand duties hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, Servicer and the Special Servicer, Servicer and any Affiliate, director, shareholder, member, partner, manager, officer, employee or agent of any of the foregoing Depositor, the Master Servicer or the Special Servicer shall be 159 indemnified and held harmless by the Trust Fund out of (and to the Collection Account or extent provided in Section 3.05(a), the Distribution Account, as applicable in accordance with Section 3.05, Companion Loan Subaccount) and held harmless against any loss, liability or expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement, the Mortgage Loans Certificates, any asset of the Trust Fund or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Companion Loan, other than any loss, liability or expense: (i) expense specifically required to be borne thereby by such Person pursuant to the terms hereof hereof, or that would otherwise constitute which constitutes a Servicing Advance; Advance (ii) and is otherwise specifically reimbursable hereunder), or which is incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred such Person by reason of such Person's willful misfeasance, bad faith, willful misconduct faith or negligence in the performance of its obligations or such Person's duties hereunder or negligent by reason of such Person's reckless disregard of such obligations and duties hereunder. None of the Depositor, the Master Servicer or duties; the Special Servicer shall be under any obligation to appear in, prosecute or (iv) incurred defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in connection with its opinion may involve it in any violation by any of them of any state ultimate expense or federal securities lawliability; provided, however, that if the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and to the extent that a Loan Combination and/or a related Non-Trust Noteholder is involvedrights and duties of the parties hereto and the interests of the Certificateholders and the Companion Lender hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) Trust Fund (and, if and to the extent not solely provided in Section 3.05(a), the Companion Loan Subaccount), and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor out of amounts attributable to a related Non-Trust the Mortgage Loans and the Companion Loan (or any successor REO Loan with respect thereto), shall also be payable out of the Collection Account if amounts on deposit in the related Mortgage Loan Combination Custodial Account are insufficient therefor; Subaccount and provided, further, that in making a determination the Companion Loan Subaccount as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect theretoprovided by Sections 3.05(a) and 3.05(b), the fact that any related legal action was instituted by such Non-Trust Noteholder shall not create a presumption that such indemnity is solely attributable thereto.