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

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer or any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Trust Interest Owners or any Companion Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligence, bad faith or willful misconduct in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses relating to this Agreement, the Mortgage Loan, the Property, the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement), other than any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Such indemnification shall survive the termination or resignation of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners hereunder. In such event, the legal expenses and costs of such action and any liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereof.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer or any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Trust Interest Owners or any Companion Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan 189 Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligence, bad faith or willful misconduct in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to the extent set forth Companion Loan Holders out of amounts on deposit in the Co-Lender AgreementCollection Account, by any Companion Loan Holder) and held harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses relating to this Agreement, the Mortgage Loan, the PropertyProperties, the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement), other than any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Such indemnification shall survive the termination or resignation of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners hereunder. In such event, the legal expenses and costs of such action and any liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or 190 opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereof.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of Neither the Depositor, the Servicer, the Special Servicer or Servicer, nor any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Trust Interest Owners or Certificateholders any Companion Loan Holder or the Directing Certificateholder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or Certificateholders or any Companion Loan HolderHolder in accordance with this Agreement, or for errors in judgmentjudgment that do not violate any law or Accepted Servicing Practices or the provisions of this Agreement or the Co-Lender Agreement; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of its warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misconduct, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to the extent set forth provided in the Co-Lender Agreement, by any the Companion Loan HolderHolders (in accordance with the procedures set forth in Section 3.4(c)) and held harmless against any and all claimsloss, lossesliability, damagesclaim, penalties, fines, forfeitures, demand or expense (including reasonable legal fees and expenses and related costs, judgments or other costs and expenses (including in connection with the enforcement of such indemnified party’s rights under this Agreement)) incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costsforeclosures, judgments or other costs and expenses liabilities relating to this Agreement, the Whole Loan, the Mortgage Loan, the Co-Lender Agreement, the Mortgaged Property, the Trust Interests RR Interest or the Certificates (except as any such claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense shall be otherwise reimbursable and reimbursed pursuant to this Agreement), other than any and all claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense incurred by reason of negligencewillful misconduct, bad faith or willful misconduct negligence by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Such indemnification shall survive the termination or resignation of Neither the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the nor Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable (in the case of the Servicer or Special Servicer, in accordance with Accepted Servicing Practices Practices) in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust, and the Depositor, the Servicer and or the Special Servicer Servicer, as applicable, shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account or the Distribution Account. Neither Subject to Section 6.6, neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests Certificates or of the proceeds of such Trust Interests Certificates or for the use or application by the Trustee or Certificate Administrator of any funds remitted paid to the Trustee or the Certificate Administrator Administrator, as applicable, in respect of the Mortgage Whole Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee or the Certificate Administrator (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither The indemnification provided hereunder shall survive the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements termination of this Agreement. To Agreement or the extent consistent with Accepted Servicing Practices, each termination or resignation of the Servicer and or the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereofServicer.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of Neither the Depositor, the Servicer, the Special Servicer or nor any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Trust Interest Owners Certificateholders or any the Companion Loan Holder Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of Certificateholders or the Trust Interest Owners and/or any Companion Loan HolderHolders, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misconduct, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunderhereunder and shall not release the Depositor or its Affiliates from, or otherwise relate to any liability or obligation of any party to any Loan Document or the Loan Seller under the Loan Purchase Agreement. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to in accordance with the extent procedures set forth in the Co-Lender Agreement, by any Companion Loan HolderSection 3.4(c)) and held harmless against any and all claimsloss, lossesliability, damagesclaim, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments demand or other costs and expenses expense incurred in connection with any legal action or other claims, costs, expenses, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costsforeclosures, judgments or other costs and expenses liabilities relating to this Agreement, the Mortgage Co-Lender Agreement, the Whole Loan, the Property, or the Trust Interests Certificates (except as any such claimsincluding, losseswithout limitation, damages, penalties, fines, forfeitures, legal reasonable fees and expenses and disbursements of counsel incurred in any action or proceeding related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement), thereto) other than any and all claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense incurred by reason of negligencewillful misconduct, bad faith or willful misconduct negligence by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Such indemnification shall survive the termination hereunder or resignation for any liability or obligation of the Depositor, the Servicer any party to any Loan Document or the Special ServicerLoan Seller under the Loan Purchase Agreement. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement, the Co-Lender Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders hereunder. In such event, the legal expenses and costs of such action and any liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account; provided that the Servicer shall, after receiving payment from amounts on deposit in the Collection Account, promptly notify the Companion Loan Holders and use commercially reasonable efforts to exercise on behalf of the Trust any rights under the Co-Lender Agreement to obtain indemnification and reimbursement for the portion of such amount allocable to the Companion Loans from the Companion Loan Holders (if permitted under the Co-Lender Agreement). Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests Certificates or of the proceeds of such Trust Interests Certificates or for the use or application by the Trustee or Certificate Administrator of any funds remitted paid to the Trustee or the Certificate Administrator Administrator, as applicable, in respect of the Mortgage Trust Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee or the Certificate Administrator (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereof.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of Neither the Depositor, the Servicer (whether acting in such capacity or as the Paying Agent, the Authenticating Agent or the Certificate Registrar), the Special Servicer, the Special Servicer or Extension Adviser nor any of their respective the directors, officers, members, managers, partners, employees, Affiliates employees or agents of any of the foregoing shall be under any liability to the Trust, Trust or the Trust Interest Owners or any Companion Loan Holder Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer Servicer, the Extension Adviser or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misfeasance, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer Servicer, the Extension Adviser and any director, officer, employee or agent of their respective directorsthe Depositor, officersthe Servicer, employees, members, managers, partners, Affiliates the Special Servicer or agents the Extension Adviser may reasonably rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer Servicer, the Extension Adviser and any director, officer, employee or agent of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 any of the Act or Section 20 of the Exchange Act (“Controlling Persons”), foregoing shall be indemnified and held harmless by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses relating to this Agreement, Agreement or the Mortgage Loan, the Property, the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement)Certificates, other than any and all claimsloss, lossesliability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments warranty or other costs and expenses covenant made by it herein; (iii) incurred by reason of negligencebad faith, bad faith or willful misconduct by it or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of its negligent disregard of its such obligations and or duties hereunder. Such indemnification shall survive or (iv) in the termination or resignation case of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners hereunder. In such event, the legal expenses and costs of such action Depositor and any liabilities of the Trustits directors, officers, employees and the Depositoragents, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit incurred in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application connection with any violation by the Depositor any of them of any of the Trust Interests state or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereoffederal securities law.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of Neither the Depositor, the Servicer, the Special Servicer or nor any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Trust Interest Owners Certificateholders or any Companion Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of Certificateholders or the Trust Interest Owners and/or any Companion Loan HolderHolders in accordance with this Agreement or the Co-Lender Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misconduct, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Securities Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to in accordance with the extent procedures set forth in the Co-Lender Agreement, by any Companion Loan HolderSection 3.4(c)) and held harmless against any and all claimsloss, lossesliability, damagesclaim, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments demand or other costs and expenses expense incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costsforeclosures, judgments or other costs and expenses liabilities relating to this Agreement, the Mortgage Co-Lender Agreement, the Whole Loan, the PropertyProperties, or the Trust Interests Certificates (except as any such claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense shall be otherwise reimbursable and reimbursed pursuant to this Agreement), other than any and all claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense incurred by reason of negligencewillful misfeasance, bad faith or willful misconduct negligence by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Such indemnification shall survive the termination or resignation of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the TrustTrust Fund, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereof.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of Neither the Depositor, the Servicer, the Special Servicer or nor any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Trust Interest Owners Certificateholders or any the Companion Loan Holder Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan HolderCertificateholders, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person person against any breach of warranties or representations made herein or any liability which that would otherwise be imposed by reason of negligencewillful misconduct, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunderhereunder and shall not release the Depositor or its Affiliates from, or otherwise relate to any liability or obligation of any party to any Loan Document or the Loan Seller under the Loan Purchase Agreement. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to in accordance with the extent procedures set forth in the Co-Lender Agreement, by any Companion Loan HolderSection 3.4(c)) and held harmless against any and all claimsloss, lossesliability, damagesclaim, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments demand or other costs and expenses expense incurred in connection with any legal action or other claims, costs, expenses, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costsforeclosures, judgments or other costs and expenses liabilities relating to this Agreement, the Mortgage Co-Lender Agreement, the Whole Loan, the PropertyProperty or the Certificates (including, the Trust Interests (except as any such claimswithout limitation, losses, damages, penalties, fines, forfeitures, legal reasonable fees and expenses and disbursements of counsel incurred in any action or proceeding related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement), thereto) other than any and all claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense incurred by reason of negligencewillful misconduct, bad faith or willful misconduct negligence by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Such indemnification shall survive the termination hereunder or resignation for any liability or obligation of the Depositor, the Servicer any party to any Loan Document or the Special ServicerLoan Seller under the Loan Purchase Agreement. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement, the Co-Lender Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders hereunder. In such event, the legal expenses and costs of such action and any liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account; provided that the Servicer shall, after receiving payment from amounts on deposit in the Collection Account, promptly notify the Companion Loan Holders and use commercially reasonable efforts to exercise on behalf of the Trust any rights under the Co-Lender Agreement to obtain indemnification and reimbursement for the portion of such amount allocable to the Companion Loans from the Companion Loan Holders (if permitted under the Co-Lender Agreement). Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests Certificates or of the proceeds of such Trust Interests Certificates or for the use or application by the Trustee or Certificate Administrator of any funds remitted paid to the Trustee or the Certificate Administrator Administrator, as applicable, in respect of the Mortgage Trust Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee or the Certificate Administrator (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereof.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer or any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Trust Interest Owners or any Companion Loan Holder Holders or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of Certificateholders or the Trust Interest Owners and/or any Companion Loan HolderHolders in accordance with this Agreement or the Co-Lender Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misconduct, bad faith or willful misconduct negligence in the performance of its duties hereunder or by reason of negligent disregard of its obligations and its duties hereunderhereunder or for any liability pursuant to Section 6.6 of this Agreement. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to in accordance with the extent procedures set forth in the Co-Lender Agreement, by any Companion Loan HolderSection 3.4(c)) and held harmless against any and all claimsloss, lossesliability, damagesclaim, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments demand or other costs and expenses expense incurred in connection with any legal action or other claims, 150 costs, expenses, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costsforeclosures, judgments or other costs and expenses liabilities relating to this Agreement, the Co-Lender Agreement, the Mortgage Loan, the Property, or the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement), Certificates other than any and all claimsloss, lossesliability, damagesclaim, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments demand or other costs and expenses expense (i) incurred by reason of negligencewillful misconduct, bad faith or willful misconduct negligence by it in the performance of its duties hereunder or hereunder, (ii) with respect to any such party, resulting from the breach by reason such party of any of its negligent disregard representations or warranties contained herein, (iii) specifically required to be borne by the party seeking indemnification, without right of its obligations and duties reimbursement pursuant to the terms hereof or (iv) which constitutes an Advance that is otherwise reimbursable hereunder. Such indemnification shall survive the termination or resignation of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereof.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer or any of their respective the directors, officers, members, managers, partners, employees, Affiliates employees or agents of any of the foregoing shall be under any liability to the Trust, the Trust Interest Owners Certificateholders or any the Companion Loan Holder Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misfeasance, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, Servicer and the Special Servicer and any director, officer, member, manager, employee or agent of their respective directorsthe Depositor, officers, employees, members, managers, partners, Affiliates the Servicer or agents the Special Servicer may reasonably rely on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any director, officer, employee or agent of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 any of the Act or Section 20 of the Exchange Act (“Controlling Persons”), foregoing shall be indemnified and held harmless by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments or judgments, and any other costs costs, liabilities, fees and expenses incurred in connection with any legal action (whether in equity or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments at law) or other costs and expenses claim relating to this Agreement, the Mortgage LoanLoans, or the Property, the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement)Certificates, other than any and all claimsloss, lossesliability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments warranty or other costs and expenses covenant made by it herein; (iii) incurred by reason of negligencebad faith, bad faith or willful misconduct by it or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of its negligent disregard of its such obligations and duties hereunder. Such indemnification shall survive or duties; or (iv) in the termination or resignation case of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners hereunder. In such event, the legal expenses and costs of such action Depositor and any liabilities of the Trustits directors, officers, employees and the Depositoragents, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit incurred in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application connection with any violation by the Depositor any of them of any of the Trust Interests state or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereoffederal securities law.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of Neither the Depositor, the Servicer, the Special Servicer or nor any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Trust Interest Owners Risk Retention Consultation Counterparty, the Certificateholders or any the Companion Loan Holder Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of Certificateholders or the Trust Interest Owners and/or any Companion Loan HolderHolders, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misconduct, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to the extent set forth provided in the Co-Lender Agreement, by any the Companion Loan HolderHolders (in accordance with the procedures set forth in Section 3.4(c)) and held harmless against any and all claimsloss, lossesliability, damagesclaim, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments demand or other costs and expenses expense incurred in connection with any legal action or other claims, costs, expenses, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costsforeclosures, judgments or other costs and expenses liabilities relating to this Agreement, the Mortgage Co-Lender Agreement, the Whole Loan, the Property, or the Trust Interests Certificates (except as any such claimsincluding, losseswithout limitation, damages, penalties, fines, forfeitures, legal reasonable fees and expenses and disbursements of counsel incurred in any action or proceeding related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement), thereto) other than any and all claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense incurred by reason of negligencewillful misconduct, bad faith or willful misconduct negligence by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Such indemnification shall survive the termination or resignation of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement, the Co-Lender Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders hereunder. In such event, the legal expenses and costs of such action and any liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account; provided that the Servicer shall, after receiving payment from amounts on deposit in the Collection Account, promptly notify the Companion Loan Holders and use commercially reasonable efforts to exercise on behalf of the Trust any rights under the Co-Lender Agreement to obtain indemnification and reimbursement for the portion of such amount allocable to the Companion Loans from the Companion Loan Holders (if permitted under the Co-Lender Agreement). Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests Certificates or of the proceeds of such Trust Interests Certificates or for the use or application by the Trustee or Certificate Administrator of any funds remitted paid to the Trustee or the Certificate Administrator Administrator, as applicable, in respect of the Mortgage Trust Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee or the Certificate Administrator (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereof.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer or any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Trust Interest Owners Certificateholders or any Companion Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners Certificateholders and/or any Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligence, bad faith or willful misconduct in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust (andand the Companion Loan Holder(s) out of amounts on deposit in the Collection Account, pursuant to and to the extent set forth in provided under the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses relating to this Agreement, the Mortgage Loan, the Property, or the Trust Interests Certificates (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall 176 be otherwise reimbursable and reimbursed pursuant to this Agreement), other than any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Such indemnification shall survive the termination or resignation of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests Certificates or of the proceeds of such Trust Interests Certificates or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereof.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of Neither the Depositor, the Servicer, the Special Servicer or nor any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Trust Interest Owners Certificateholders or any Companion Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of Certificateholders or the Trust Interest Owners and/or any Companion Loan HolderHolders in accordance with this Agreement or the Co-Lender Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misconduct, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Securities Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to in accordance with the extent procedures set forth in the Co-Lender Agreement, by any Companion Loan HolderSection 3.4(c)) and held harmless against any and all claimsloss, lossesliability, damagesclaim, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments demand or other costs and expenses expense incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costsforeclosures, judgments or other costs and expenses liabilities relating to this Agreement, the Mortgage Co-Lender Agreement, the Whole Loan, the Property, or the Trust Interests Certificates (except as any such claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense shall be otherwise reimbursable and reimbursed pursuant to this Agreement), other than any and all claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense incurred by reason of negligencewillful misfeasance, bad faith or willful misconduct negligence by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Such indemnification shall survive the termination or resignation of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liabilities of the TrustTrust Fund, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereof.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer or any of their respective the directors, officers, members, managers, partners, employees, Affiliates employees or agents of any of the foregoing shall be under any liability to the Trust, the Trust Interest Owners Certificateholders or any the Companion Loan Holder Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misfeasance, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, Servicer and the Special Servicer and any director, officer, member, manager, employee or agent of their respective directorsthe Depositor, officers, employees, members, managers, partners, Affiliates the Servicer or agents the Special Servicer may reasonably rely on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any director, officer, employee or agent of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 any of the Act or Section 20 of the Exchange Act (“Controlling Persons”), foregoing shall be indemnified and held harmless by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments or judgments, and any other costs costs, liabilities, fees and expenses incurred in connection with any legal action (whether in equity or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments at law) or other costs and expenses claim relating to this Agreement, the Mortgage LoanLoans, the Property, Companion Loans or the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement)Certificates, other than any and all claimsloss, lossesliability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments warranty or other costs and expenses covenant made by it herein; (iii) incurred by reason of negligencebad faith, bad faith or willful misconduct by it or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of its negligent disregard of its such obligations and duties hereunder. Such indemnification shall survive or duties; or (iv) in the termination or resignation case of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners hereunder. In such event, the legal expenses and costs of such action Depositor and any liabilities of the Trustits directors, officers, employees and the Depositoragents, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit incurred in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application connection with any violation by the Depositor any of them of any of the Trust Interests state or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity)federal securities law. In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each Each of the Servicer and the Special Servicer may rely rely, and shall be protected in acting or refraining from acting upon, 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 on information provided to it believed by the other Servicer or the Special Servicer to be genuine and to have been signed or presented by the proper party or parties hereto (unless and each of them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. In addition, with respect to indemnification of the provider Servicer and the recipient Special Servicer related to the Grace Building Whole Loan, the Servicer or Special Servicer, as applicable, shall seek contribution from the holders of such information are the same Person or Affiliates) Grace Building Companion Notes for any indemnification that is allocable to the Grace Building Companion Notes pursuant to and by in accordance with the Borrower and shall have no duty to investigate or verify the accuracy thereofGrace Building Co-Lender Agreement.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer or any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Trust Interest Owners Certificateholders or any the Companion Loan Holder Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of Certificateholders or the Trust Interest Owners and/or any Companion Loan HolderHolders, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misconduct, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunderhereunder and shall not release the Depositor or its Affiliates from, or otherwise relate to any liability or obligation of any party to any Loan Document or the Loan Sellers under the Loan Purchase Agreement. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to in accordance with the extent procedures set forth in the Co-Lender Agreement, by any Companion Loan HolderSection 3.4(c)) and held harmless against any and all claimsloss, lossesliability, damagesclaim, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments demand or other costs and expenses expense incurred in connection with any legal action or other claims, costs, expenses, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costsforeclosures, judgments or other costs and expenses liabilities relating to this Agreement, the Mortgage Co-Lender Agreement, the Whole Loan, the Property, or the Trust Interests Certificates (except as any such claimsincluding, losseswithout limitation, damages, penalties, fines, forfeitures, legal reasonable fees and expenses and disbursements of counsel incurred in any action or proceeding related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement), thereto) other than any and all claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense incurred by reason of negligencewillful misconduct, bad faith or willful misconduct negligence by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Such indemnification shall survive the termination hereunder or resignation for any liability or obligation of the Depositor, the Servicer any party to any Loan Document or the Special ServicerLoan Sellers under the Loan Purchase Agreement. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement, the Co-Lender Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders hereunder. In such event, the legal expenses and costs of such action and any liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account; provided that the Servicer shall, after receiving payment from amounts on deposit in the Collection Account, promptly notify the Companion Loan Holders and use commercially reasonable efforts to exercise on behalf of the Trust any rights under the Co-Lender Agreement to obtain indemnification and reimbursement for the portion of such amount allocable to each Companion Loan from the Companion Loan Holders (if permitted under the Co-Lender Agreement). Neither Subject to Section 6.6, neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests Certificates or of the proceeds of such Trust Interests Certificates or for the use or application by the Trustee or Certificate Administrator of any funds remitted paid to the Trustee or the Certificate Administrator Administrator, as applicable, in respect of the Mortgage Trust Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee or the Certificate Administrator (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereof.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of Neither the Depositor, the ServicerServicer (whether acting in such capacity or as the Paying Agent, the Authenticating Agent or the Certificate Registrar), the Special Servicer or nor any of their respective the directors, officers, members, managers, partners, employees, Affiliates employees or agents of any of the foregoing shall be under any liability to the Trust, Trust or the Trust Interest Owners or any Companion Loan Holder Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misfeasance, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any general partner of their respective directorsthe foregoing and any director, officersofficer, employeesemployee or agent of the Depositor, membersthe Servicer, managers, partners, Affiliates the Special Servicer or agents any such general partner may reasonably rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 general partner of the Act foregoing and any director, officer, employee or Section 20 agent of any of the Exchange Act (“Controlling Persons”), foregoing shall be indemnified and held harmless by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses relating to this Agreement, Agreement or the Mortgage Loan, the Property, the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement)Certificates, other than any and all claimsloss, lossesliability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments warranty or other costs and expenses covenant made by it herein; (iii) incurred by reason of negligencebad faith, bad faith or willful misconduct by it or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of its negligent disregard of its such obligations and or duties hereunder. Such indemnification shall survive or (iv) in the termination or resignation case of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners hereunder. In such event, the legal expenses and costs of such action Depositor and any liabilities of the Trustits directors, officers, employees and the Depositoragents, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit incurred in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application connection with any violation by the Depositor any of them of any of the Trust Interests state or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereoffederal securities law.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer or any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, Trust or the Trust Interest Owners or any Companion Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan HolderOwners, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligence, bad faith or willful misconduct in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses relating to this Agreement, the Mortgage Loan, the PropertyProperties, or the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement), other than any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Such indemnification shall survive the termination or resignation of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners hereunder. In such event, the legal expenses and costs of such action and any liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower Borrowers and shall have no duty to investigate or verify the accuracy thereof.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer or any of their respective the directors, officers, members, managers, partners, employees, Affiliates employees or agents of any of the foregoing shall be under any liability to the Trust, the Trust Interest Owners Certificateholders or any the Companion Loan Holder Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misfeasance, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, Servicer and the Special Servicer and any director, officer, member, manager, employee or agent of their respective directorsthe Depositor, officers, employees, members, managers, partners, Affiliates the Servicer or agents the Special Servicer may reasonably rely on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any director, officer, employee or agent of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 any of the Act or Section 20 of the Exchange Act (“Controlling Persons”), foregoing shall be indemnified and held harmless by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments or judgments, and any other costs costs, liabilities, fees and expenses incurred in connection with any legal action (whether in equity or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments at law) or other costs and expenses claim relating to this Agreement, the Mortgage LoanLoans, or the Property, the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement)Certificates, other than any and all claimsloss, lossesliability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments warranty or other costs and expenses covenant made by it herein; (iii) incurred by reason of negligencebad faith, bad faith or willful misconduct by it or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of its negligent disregard of its such obligations and duties hereunder. Such indemnification shall survive or duties; or (iv) in the termination or resignation case of the DepositorDepositor and any of its directors, the Servicer officers, employees and agents, incurred in connection with any violation by any of them of any state or the Special Servicer. None of the Depositorfederal securities law, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that if such losses and liabilities relate solely to the DepositorOne Post Office Square B Note, then such indemnification shall be payable from amounts in the Certificate Account that relate to the One Post Office Square B Note. For the avoidance of doubt, such losses or liabilities shall not be deemed to relate solely to the One Post Office Square B Note for the sole reason that the related legal action was instituted by, or at the direction of, the One Post Office Square Representative. With respect to indemnification related to the One Post Office Square Whole Loan, the Servicer or shall seek contribution from the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties holder of the parties hereto and the interests of the Trust Interest Owners hereunder. In such event, the legal expenses and costs of such action and any liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable One Post Office Square Companion Note for the use or application by the Depositor pro rata share of any of the Trust Interests or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted indemnification that is allocable to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity)One Post Office Square Companion Note. In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each Each of the Servicer and the Special Servicer may rely rely, and shall be protected in acting or refraining from acting upon, 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 on information provided to it believed by the other parties hereto (unless Servicer or the provider Special Servicer to be genuine and the recipient of such information are the same Person to have been signed or Affiliates) and presented by the Borrower proper party or parties and each of them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel shall have no duty be full and complete authorization and protection with respect to investigate any action taken or verify the accuracy thereofsuffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of Neither the Depositor, the Servicer, the Special Servicer or nor any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Trust Interest Owners Certificateholders or any Companion Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of Certificateholders or the Trust Interest Owners and/or any Companion Loan HolderHolders in accordance with this Agreement or the Co-Lender Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misconduct, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Securities Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to in accordance with the extent procedures set forth in the Co-Lender Agreement, by any Companion Loan HolderSection 3.4(c)) and held harmless against any and all claimsloss, lossesliability, damagesclaim, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments demand or other costs and expenses expense incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costsforeclosures, judgments or other costs and expenses liabilities relating to this Agreement, the Mortgage Co-Lender Agreement, the Whole Loan, the PropertyProperties, or the Trust Interests Certificates (except as any such claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense shall be otherwise reimbursable and reimbursed pursuant to this Agreement), other than any and all claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense incurred by reason of negligencewillful misfeasance, bad faith or willful misconduct negligence by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Such indemnification shall survive the termination or resignation of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liabilities of the TrustTrust Fund, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereof.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of Neither the Depositor, the Servicer (whether acting in such capacity or as the Paying Agent, the Authenticating Agent or the Certificate Registrar), the Special Servicer, the Special Servicer or Extension Adviser nor any of their respective the directors, officers, members, managers, partners, employees, Affiliates employees or agents of any of the foregoing nor any general partners (or any director, officers, employees or agents of any general partner) of the foregoing shall be under any liability to the Trust, Trust or the Trust Interest Owners or any Companion Loan Holder Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer Servicer, the Extension Adviser or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misfeasance, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer Servicer, the Extension Adviser and any general partner of their respective directorsthe foregoing and any director, officersofficer, employeesemployee or agent of the Depositor, membersthe Servicer, managersthe Special Servicer, partners, Affiliates the Extension Adviser or agents any such general partner may reasonably rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer Servicer, the Extension Adviser and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 general partner of the Act foregoing and any director, officer, employee or Section 20 agent of any of the Exchange Act (“Controlling Persons”), foregoing shall be indemnified and held harmless by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses relating to this Agreement, Agreement or the Mortgage Loan, the Property, the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement)Certificates, other than any and all claimsloss, lossesliability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments warranty or other costs and expenses covenant made by it herein; (iii) incurred by reason of negligencebad faith, bad faith or willful misconduct by it or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of its negligent disregard of its such obligations and or duties hereunder. Such indemnification shall survive or (iv) in the termination or resignation case of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners hereunder. In such event, the legal expenses and costs of such action Depositor and any liabilities of the Trustits directors, officers, employees and the Depositoragents, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit incurred in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application connection with any violation by the Depositor any of them of any of the Trust Interests state or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereoffederal securities law.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer or any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, Trust or the Trust Interest Owners or any Companion Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan HolderOwners, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligence, bad faith or willful misconduct in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses relating to this Agreement, the Mortgage Loan, the PropertyProperties, or the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement), other than any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Such indemnification shall survive the termination or resignation of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners hereunder. In such event, the legal expenses and costs of such action and any liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for 203 investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower Borrowers and shall have no duty to investigate or verify the accuracy thereof.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of Neither the Depositor, the Servicer, the Special Servicer or nor any of their respective the directors, officers, members, managers, partners, employees, Affiliates employees or agents of any of the foregoing shall be under any liability to the Trust, Trust or the Trust Interest Owners or any Companion Loan Holder Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misfeasance, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any director, officer, manager, member, employee or agent of their respective directorsthe Depositor, officers, employees, members, managers, partners, Affiliates the Servicer or agents the Special Servicer may reasonably rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any director, officer, manager, member, employee or agent of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 any of the Act or Section 20 of the Exchange Act (“Controlling Persons”), foregoing shall be indemnified and held harmless by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claimsloss, lossesliability, damagesexpense, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses proceeding relating to this Agreement, Agreement or the Mortgage Loan, Certificates (including any legal action or proceeding arising from the Property, the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement151 performance of its duties hereunder), other than any and all claimsloss, lossesliability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments warranty or other costs and expenses covenant made by it herein; (iii) incurred by reason of negligencebad faith, bad faith or willful misconduct by it or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of its negligent disregard of its such obligations and or duties hereunder. Such indemnification shall survive or (iv) in the termination or resignation case of the DepositorDepositor 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. The Retained Servicing Servicer, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Retained Servicing Special Servicer and any director, officer, manager, member, employee or agent of either of them shall be under indemnified and held harmless by the Trust against any obligation to appear inloss, prosecute liability or defend expense incurred in connection with any legal action which is not incidental or proceeding relating to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights Servicing Retained Servicing Agreement, and duties relating to the servicing of the parties hereto Servicing Retained Mortgage Loan, other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms of the Servicing Retained Servicing Agreement; (ii) incurred in connection with any breach of a representation, warranty or covenant made by it in the Servicing Retained Servicing Agreement; or (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties under the Servicing Retained Servicing Agreement, or by reason of negligent disregard of such obligations or duties, and with respect to any such indemnification relating to both the Servicing Retained Paired Mortgage Loan and the interests of the Trust Interest Owners hereunder. In such eventServicing Retained Mortgage Loan, the legal expenses and costs of such action and any liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except only to the extent that any such account is held by of the Servicer or the Special Servicer in its commercial capacity), or for investment pro rata portion of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as relating to the truth Servicing Retained Mortgage Loan (on the basis set forth in the definition of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereof"Appraised Value" herein).

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer Servicer[, the Extension Adviser] or any of their respective the directors, officers, members, managers, partners, employees, Affiliates employees or agents of any of the foregoing shall be under any liability to the Trust, Trust or the Trust Interest Owners or any Companion Loan Holder Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the -150- Servicer, the Special Servicer Servicer[, the Extension Adviser] or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misfeasance, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer Servicer[, the Extension Adviser] and any director, officer, member, manager, employee or agent of their respective directorsthe Depositor, officersthe Servicer, employees, members, managers, partners, Affiliates the Special Servicer [or agents the Extension Adviser] may reasonably rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 general partner of the Act foregoing[, the Extension Adviser] and any director, officer, member, manager, employee or Section 20 agent of any of the Exchange Act (“Controlling Persons”), foregoing shall be indemnified and held harmless by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments or judgments, and any other costs costs, liabilities, fees and expenses incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses relating to this Agreement, Agreement or the Mortgage Loan, the Property, the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement)Certificates, other than any and all claimsloss, lossesliability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments warranty or other costs and expenses covenant made by it herein; (iii) incurred by reason of negligencebad faith, bad faith or willful misconduct by it or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of its negligent disregard of its such obligations and or duties hereunder. Such indemnification shall survive or (iv) in the termination or resignation case of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners hereunder. In such event, the legal expenses and costs of such action Depositor and any liabilities of the Trustits directors, officers, employees and the Depositoragents, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit incurred in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application connection with any violation by the Depositor any of them of any of the Trust Interests state or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereoffederal securities law.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer or any of their respective the directors, officers, members, managers, partners, employees, Affiliates employees or agents of any of the foregoing shall be under any liability to the Trust, Trust or the Trust Interest Owners or any Companion Loan Holder Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misfeasance, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, Servicer and the Special Servicer and any director, officer, member, manager, employee or agent of their respective directorsthe Depositor, officers, employees, members, managers, partners, Affiliates the Servicer or agents the Special Servicer may reasonably rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any director, officer, employee or agent of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 any of the Act or Section 20 of the Exchange Act (“Controlling Persons”), foregoing shall be indemnified and held harmless by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments or judgments, and any other costs costs, liabilities, fees and expenses incurred in connection with any legal action (whether in equity or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments at law) or other costs and expenses claim relating to this Agreement, the Mortgage LoanLoans, or the Property, the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement)Certificates, other than any and all claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of negligencebad faith, bad faith or willful misconduct by it or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of its negligent disregard of its such obligations and or duties hereunder. Such indemnification shall survive or (iv) in the termination or resignation case of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners hereunder. In such event, the legal expenses and costs of such action Depositor and any liabilities of the Trustits directors, officers, employees and the Depositoragents, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit incurred in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application connection with any violation by the Depositor any of them of any of the Trust Interests state or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereoffederal securities law.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer or any of their respective the directors, officers, members, managers, partners, employees, Affiliates employees or agents of any of the foregoing shall be under any liability to the Trust, the Trust Interest Owners Certificateholders or any the Companion Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misfeasance, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, Servicer and the Special Servicer and any director, officer, member, manager, employee or agent of their respective directorsthe Depositor, officers, employees, members, managers, partners, Affiliates the Servicer or agents the Special Servicer may reasonably rely on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any director, officer, employee or agent of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 any of the Act or Section 20 of the Exchange Act (“Controlling Persons”), foregoing shall be indemnified and held harmless by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments or judgments, and any other costs costs, liabilities, fees and expenses incurred in connection with any legal action (whether in equity or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments at law) or other costs and expenses claim relating to this AgreementAgreement (including in its capacity as Companion Paying Agent), the Mortgage LoanLoans, the Property, Companion Loan or the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement)Certificates, other than any and all claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of negligencebad faith, bad faith or willful misconduct by it or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of its negligent disregard of its such obligations and or duties hereunder. Such indemnification shall survive or (iv) in the termination or resignation case of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners hereunder. In such event, the legal expenses and costs of such action Depositor and any liabilities of the Trustits directors, officers, employees and the Depositoragents, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit incurred in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application connection with any violation by the Depositor any of them of any of the Trust Interests state or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereoffederal securities law.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer or any of their respective the directors, officers, members, managers, partners, employees, Affiliates employees or agents of any of the foregoing shall be under any liability to the Trust, the Trust Interest Owners Certificateholders or any the Companion Loan Holder Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misfeasance, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, Servicer and the Special Servicer and any director, officer, member, manager, employee or agent of their respective directorsthe Depositor, officers, employees, members, managers, partners, Affiliates the Servicer or agents the Special Servicer may reasonably rely on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any director, officer, employee or agent of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 any of the Act or Section 20 of the Exchange Act (“Controlling Persons”), foregoing shall be indemnified and held harmless by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments or judgments, and any other costs costs, liabilities, fees and expenses incurred in connection with any legal action (whether in equity or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments at law) or other costs and expenses claim relating to this AgreementAgreement (including in its capacity as Companion Paying Agent), the Mortgage LoanLoans, the Property, Companion Loan or the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement)Certificates, other than any and all claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of negligencebad faith, bad faith willful misfeasance or willful misconduct by it negligence in the performance of its obligations or duties hereunder hereunder, or by reason of its negligent disregard of its such obligations and or duties hereunder. Such indemnification shall survive or (iv) in the termination or resignation case of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners hereunder. In such event, the legal expenses and costs of such action Depositor and any liabilities of the Trustits directors, officers, employees and the Depositoragents, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit incurred in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application connection with any violation by the Depositor any of them of any of the Trust Interests state or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereoffederal securities law.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of Neither the Depositor, the Servicer, the Special Servicer or nor any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Trust Interest Owners Certificateholders or any Companion Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of Certificateholders or the Trust Interest Owners and/or any Companion Loan HolderHolders in accordance with this Agreement or the Co-Lender Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misconduct, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to in accordance with the extent procedures set forth in the Co-Lender Agreement, by any Companion Loan HolderSection 3.4(c)) and held harmless against any and all claimsloss, lossesliability, damagesclaim, penalties, fines, forfeitures, demand or expense (including reasonable legal fees and expenses and related costs, judgments or other costs and expenses expenses) incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costsforeclosures, judgments or other costs and expenses liabilities relating to this Agreement, the Mortgage Whole Loan, the Co-Lender Agreement, the Property, or the Trust Interests Certificates (except as any such claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense shall be otherwise reimbursable and reimbursed pursuant to this Agreement), other than any and all claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense incurred by reason of negligencewillful misconduct, bad faith or willful misconduct negligence by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Such indemnification shall survive the termination or resignation of Neither the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the nor Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable (in the case of the Servicer or Special Servicer, in accordance with Accepted Servicing Practices Practices) in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Trust, and the Depositor, the Servicer and the or Special Servicer Servicer, as applicable, shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereof.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of Neither the Depositor, the Servicer, the Special Servicer or nor any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Trust Interest Owners Certificateholders or any the Companion Loan Holder Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of Certificateholders or the Trust Interest Owners and/or any Companion Loan HolderHolders, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misconduct, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunderhereunder and shall not release the Depositor or its Affiliates from, or otherwise relate to any liability or obligation of any party to any Loan Document or the Loan Seller under the Loan Purchase Agreement. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to in accordance with the extent procedures set forth in the Co-Lender Agreement, by any Companion Loan HolderSection 3.4(c)) and held harmless against any and all claimsloss, lossesliability, damagesclaim, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments demand or other costs and expenses expense incurred in connection with any legal action or other claims, costs, expenses, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costsforeclosures, judgments or other costs and expenses liabilities relating to this Agreement, the Mortgage Co-Lender Agreement, the Whole Loan, the Property, or the Trust Interests Certificates (except as any such claimsincluding, losseswithout limitation, damages, penalties, fines, forfeitures, legal reasonable fees and expenses and disbursements of counsel incurred in any action or proceeding related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement), thereto) other than any and all claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense incurred by reason of negligencewillful misconduct, bad faith or willful misconduct negligence by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Such indemnification shall survive the termination hereunder or resignation for any liability or obligation of the Depositor, the Servicer any party to any Loan Document or the Special ServicerLoan Seller under the Loan Purchase Agreement. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement, the Co-Lender Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders hereunder. In such event, the legal expenses and costs of such action and any liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account; provided that the Servicer shall, after receiving payment from amounts on deposit in the Collection Account, promptly notify the Companion Loan Holders and use commercially reasonable efforts to exercise on behalf of the Trust any rights under the Co-Lender Agreement to obtain indemnification and reimbursement for the portion of such amount allocable to the Companion Loan from the Companion Loan Holders (if permitted under the Co-Lender Agreement). Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests Certificates or of the proceeds of such Trust Interests Certificates or for the use or application by the Trustee or Certificate Administrator of any funds remitted paid to the Trustee or the Certificate Administrator Administrator, as applicable, in respect of the Mortgage Trust Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee or the Certificate Administrator (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereof.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of Neither the Depositor, the Servicer, the Special Servicer or nor any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Trust Interest Owners Certificateholders or any the Companion Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of Certificateholders or the Trust Interest Owners and/or any Companion Loan HolderHolder in accordance with this Agreement or the Co-Lender Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misconduct, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunderhereunder and shall not release the Depositor or its Affiliates from, or otherwise relate to any liability or obligation of any Loan Party under any Loan Document or the Loan Seller under the Loan Purchase Agreement. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to in accordance with the extent procedures set forth in the Co-Lender Agreement, by any Companion Loan HolderSection 3.4(c)) and held harmless against any and all claimsloss, lossesliability, damagesclaim, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments demand or other costs and expenses expense incurred in connection with any legal action or other claims, costs, expenses, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costsforeclosures, judgments or other costs and expenses liabilities relating to this Agreement, the Mortgage Whole Loan, the Property, or the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement), Certificates other than any and all claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense incurred by reason of negligencewillful misconduct, bad faith or willful misconduct negligence by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Such indemnification shall survive the termination hereunder or resignation for any liability or obligation of the Depositor, the Servicer any Loan Party under any Loan Document or the Special ServicerLoan Seller under the Loan Purchase Agreement. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereof.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer or any of their respective the directors, officers, members, managers, partners, employees, Affiliates employees or agents of any of the foregoing shall be under any liability to the Trust, Trust or the Trust Interest Owners or any Companion Loan Holder Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misfeasance, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, Servicer and the Special Servicer and any director, officer, member, manager, employee or agent of their respective directorsthe Depositor, officers, employees, members, managers, partners, Affiliates the Servicer or agents the Special Servicer may reasonably rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 general partner of the Act foregoing and any director, officer, member, manager, employee or Section 20 agent of any of the Exchange Act (“Controlling Persons”), foregoing shall be indemnified and held harmless by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses claim relating to this Agreement, Agreement or the Mortgage Loan, the Property, the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement)Certificates, other than any and all claimsloss, lossesliability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments warranty or other costs and expenses covenant made by it herein; (iii) incurred by reason of negligencebad faith, bad faith or willful misconduct by it or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of its negligent disregard of its such obligations and or duties hereunder. Such indemnification shall survive or (iv) in the termination or resignation case of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners hereunder. In such event, the legal expenses and costs of such action Depositor and any liabilities of the Trustits directors, officers, employees and the Depositoragents, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit incurred in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application connection with any violation by the Depositor any of them of any of the Trust Interests state or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereoffederal securities law.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer or any of their respective the directors, officers, members, managers, partners, employees, Affiliates employees or agents of any of the foregoing shall be under any liability to the Trust, the Trust Interest Owners Certificateholders or any a Companion Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misfeasance, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, Servicer and the Special Servicer and any director, officer, member, manager, employee or agent of their respective directorsthe Depositor, officers, employees, members, managers, partners, Affiliates the Servicer or agents the Special Servicer may reasonably rely on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any director, officer, employee or agent of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 any of the Act or Section 20 of the Exchange Act (“Controlling Persons”), foregoing shall be indemnified and held harmless by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments or judgments, and any other costs costs, liabilities, fees and expenses incurred in connection with any legal action (whether in equity or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments at law) or other costs and expenses claim relating to this Agreement, the Mortgage LoanLoans, or the Property, the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement)Certificates, other than any and all claimsloss, lossesliability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments warranty or other costs and expenses covenant made by it herein; (iii) incurred by reason of negligencebad faith, bad faith or willful misconduct by it or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of its negligent disregard of its such obligations and or duties hereunder. Such indemnification shall survive or (iv) in the termination or resignation case of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners hereunder. In such event, the legal expenses and costs of such action Depositor and any liabilities of the Trustits directors, officers, employees and the Depositoragents, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit incurred in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application connection with any violation by the Depositor any of them of any of the Trust Interests state or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereoffederal securities law.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of Neither the Depositor, the Servicer, the Special Servicer or nor any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Trust Interest Owners Risk Retention Consultation Party, the Certificateholders or any a Companion Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Certificateholders or a Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misconduct, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to the extent provided in the Agreement Between Note Holders, any Companion Loan Holder (in accordance with the procedures set forth in the Co-Lender Agreement, by any Companion Loan HolderSection 3.4(c)) and held harmless against any and all claimsloss, lossesliability, damagesclaim, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments demand or other costs and expenses expense incurred in connection with any legal action or other claims, costs, expenses, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costsforeclosures, judgments or other costs and expenses liabilities relating to this Agreement, the Mortgage Agreement Between Note Holders, the Whole Loan, the Property, or the Trust Interests Certificates (except as any such claimsincluding, losseswithout limitation, damages, penalties, fines, forfeitures, legal reasonable fees and expenses and disbursements of counsel incurred in any action or proceeding related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement), thereto) other than any and all claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense incurred by reason of negligencewillful misconduct, bad faith or willful misconduct negligence by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Such indemnification shall survive the termination or resignation of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement, the Agreement Between Note Holders and the rights and duties of the parties hereto and the interests of the Trust Interest Owners Certificateholders and any Companion Loan Holders hereunder. In such event, the legal expenses and costs of such action and any liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account; provided that the Servicer shall, after receiving payment from amounts on deposit in the Collection Account, promptly notify any Companion Loan Holders and use commercially reasonable efforts to exercise on behalf of the Trust any rights under the Agreement Between Note Holders to obtain indemnification and reimbursement for the portion of such amount allocable to any Companion Loan from such Companion Loan Holder (if permitted under the Agreement Between Note Holders). Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests Certificates or of the proceeds of such Trust Interests Certificates or for the use or application by the Trustee or Certificate Administrator of any funds remitted paid to the Trustee or the Certificate Administrator Administrator, as applicable, in respect of the Mortgage Trust Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee or the Certificate Administrator (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereof.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the ServicerServicers, the Special Servicer or their Affiliates or any of their the respective general partners, limited partners, members, shareholders, managers, directors, officers, members, managers, partners, employees, Affiliates employees or agents of any of the foregoing shall be under any liability to the Trust, the Trust Interest Owners Certificateholders or any holder of any Serviced Companion Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the ServicerServicers, the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misfeasance, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, Servicers and the Special Servicer and their Affiliates and any general partner, limited partner, shareholders, director, officer, member, manager, employee or agent of the Depositor, such Servicer or the Special Servicer and their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the ServicerServicers, the Special Servicer and their Affiliates and any general partner, limited partner, director, officer, shareholders, member, manager, employee or agent of any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), foregoing shall be indemnified and held harmless by the Trust out of the Certificate Account (andor if such matter relates to a Serviced Whole Loan, pursuant to first out of the related Serviced Whole Loan Custodial Account and to then, if funds therein are insufficient, out of the extent set forth in the Co-Lender Agreement, by any Companion Loan HolderCertificate Account) and held harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments or judgments, and any other costs costs, liabilities, fees and expenses incurred in connection with any legal action (whether in equity or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments at law) or other costs and expenses claim relating to this Agreement, Agreement or the Mortgage Loan, the Property, the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement)Certificates, other than any and all claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of negligencebad faith, bad faith or willful misconduct by it or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of its negligent disregard of its such obligations and or duties hereunder. Such indemnification shall survive or (iv) in the termination or resignation case of the DepositorDepositor and any of its directors, the Servicer officers, employees and agents, incurred in connection with any violation by any of them of any state or the Special Servicer. None federal securities law; provided that if a Serviced Whole Loan is involved, such indemnity shall be payable out of the Depositorrelated Serviced Whole Loan Custodial Account and, to the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners hereunder. In such event, the legal expenses and costs of such action and any liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds extent amounts on deposit in the Collection related Serviced Whole Loan Custodial Account are insufficient therefor, out of the Certificate Account. Neither With respect to indemnification related to a Serviced Whole Loan, the Servicer nor Trustee or the Special applicable Servicer shall be accountable seek contribution from the trustee of the related Other Securitization for the use or application by the Depositor pro rata share of any of the Trust Interests or of the proceeds of indemnification that is allocable to such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the ServicerServiced Companion Loan, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held permitted by the Servicer related Co-Lender Agreement. With respect to indemnification related to a Non-Serviced Whole Loan, the Trustee or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special applicable Servicer shall have seek contribution from the trustee related to any liability with respect to, and Non-Serviced Companion Loan Securities for the Servicer and the Special Servicer shall be entitled to rely as to the truth pro rata share of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished indemnification that is allocable to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereofNon-Serviced Pari Passu Loan.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer Servicer[, the Extension Adviser] or any of their respective the directors, officers, members, managers, partners, employees, Affiliates employees or agents of any of the foregoing shall be under any liability to the Trust, Trust or the Trust Interest Owners or any Companion Loan Holder Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer Servicer[, the Extension Adviser] or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misfeasance, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer Servicer[, the Extension Adviser] and any director, officer, member, manager, employee or agent of their respective directorsthe Depositor, officersthe Servicer, employees, members, managers, partners, Affiliates the Special Servicer [or agents the Extension Adviser] may reasonably rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 general partner of the Act foregoing[, the Extension Adviser] and any director, officer, member, manager, employee or Section 20 agent of any of the Exchange Act (“Controlling Persons”), foregoing shall be indemnified and held harmless by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments or judgments, and any other costs costs, liabilities, fees and expenses incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses relating to this Agreement, Agreement or the Mortgage Loan, the Property, the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement)Certificates, other than any and all claimsloss, lossesliability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments warranty or other costs and expenses covenant made by it herein; (iii) incurred by reason of negligencebad faith, bad faith or willful misconduct by it or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of its negligent disregard of its such obligations and or duties hereunder. Such indemnification shall survive the termination or resignation (iv) incurred in connection with any violation by any of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners hereunder. In such event, the legal expenses and costs of such action and any liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor them of any of the Trust Interests state or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereoffederal securities law.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer or any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Trust Interest Owners Certificateholders or any Companion Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of Certificateholders or the Trust Interest Owners and/or any Companion Loan HolderHolders in accordance with this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misconduct, bad faith or willful misconduct negligence in the performance of its duties hereunder or by reason of negligent disregard of its obligations and its duties hereunderhereunder or for any liability pursuant to Section 6.6 of this Agreement. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to in accordance with the extent procedures set forth in the Co-Lender Agreement, by any Companion Loan HolderSection 3.4(c)) and held harmless against any and all claimsloss, lossesliability, damagesclaim, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments demand or other costs and expenses expense incurred in connection with any legal action or other claims, costs, expenses, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costsforeclosures, judgments or other costs and expenses liabilities relating to this Agreement, the Mortgage Whole Loan, the Property, or the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement), Certificates other than any and all claimsloss, lossesliability, damagesclaim, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments demand or other costs and expenses expense (i) incurred by reason of negligencewillful misconduct, bad faith or willful misconduct negligence by it in the performance of its duties hereunder or hereunder, (ii) with respect to any such party, resulting from the breach by reason such party of any of its negligent disregard representations or warranties contained herein, (iii) specifically required to be borne by the party seeking indemnification, without right of its obligations and duties reimbursement pursuant to the terms hereof or (iv) which constitutes an Advance that is otherwise reimbursable hereunder. Such indemnification shall survive the termination or resignation of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereof.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer or any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Trust Interest Owners Certificateholders or any Companion Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners Certificateholders and/or any 175 Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligence, bad faith or willful misconduct in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (which for the avoidance of doubt include reasonable legal fees and expenses related to the enforcement of this indemnity) and related costs, judgments or other costs and expenses incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses relating to this Agreement, the Mortgage Loan, the Property, or the Trust Interests Certificates (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement), other than any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Such indemnification shall survive the termination or resignation of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests Certificates or of the proceeds of such Trust Interests Certificates or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). 176 In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower Borrowers and shall have no duty to investigate or verify the accuracy thereof.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of Neither the Depositor, the Servicer, the Special Servicer or nor any of their respective the directors, officers, members, managers, partners, employees, Affiliates employees or agents of any of the foregoing shall be under any liability to the Trust, Trust or the Trust Interest Owners or any Companion Loan Holder Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligencewillful misfeasance, bad faith or willful misconduct negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any director, officer, manager, member, employee or agent of their respective directorsthe Depositor, officers, employees, members, managers, partners, Affiliates the Servicer or agents the Special Servicer may reasonably rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any director, officer, manager, member, employee or agent of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 any of the Act or Section 20 of the Exchange Act (“Controlling Persons”), foregoing shall be indemnified and held harmless by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claimsloss, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments liability or other costs and expenses expense incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses relating to this Agreement, Agreement or the Mortgage Loan, the Property, the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement)Certificates, other than any and all claimsloss, lossesliability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments warranty or other costs and expenses covenant made by it herein; (iii) incurred by reason of negligencebad faith, bad faith or willful misconduct by it or negligence in the performance of its obligations or duties hereunder hereunder, or by reason of its negligent disregard of its such obligations and or duties hereunder. Such indemnification shall survive or (iv) in the termination or resignation case of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners hereunder. In such event, the legal expenses and costs of such action Depositor and any liabilities of the Trustits directors, officers, employees and the Depositoragents, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit incurred in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application connection with any violation by the Depositor any of them of any of the Trust Interests state or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereoffederal securities law.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer or any of their respective the directors, officers, members, managers, partners, employees, Affiliates employees or agents of the Depositor, the Servicer or the Special Servicer shall be under any liability to the Trust, Trust Fund or the Trust Interest Owners or any Companion Loan Holder Certificateholders for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan Holder, or for errors in judgmentjudgment or with respect to any action taken by an Other Servicer or Other Special Servicer in connection with a Co-Lender Split Note; provided, however, that this provision shall not protect the Depositor, the Servicer, Servicer or the Special Servicer or any such other Person against any breach of its warranties or representations made herein herein, or against any liability which would otherwise be imposed by reason of negligenceits willful misconduct, bad faith faith, fraud or willful misconduct negligence in the performance of its duties or by reason of negligent reckless disregard of its obligations and or duties hereunder. The Depositor, the Servicer, the Special Servicer and any director, officer, employee or agent of their respective directorsthe Depositor, officers, employees, members, managers, partners, Affiliates the Servicer or agents the Special Servicer may reasonably rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directorsdirector, officersofficer, members, managers, partners, employees, agents, Affiliates employee or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses relating to this Agreement, the Mortgage Loan, the Property, the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement), other than any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Such indemnification shall survive the termination or resignation agent of the Depositor, the Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense (including legal fees and expenses) (i) incurred in connection with any legal action or claim relating to this Agreement or the Certificates (including, without limitation, the distribution of reports and information as contemplated by this Agreement) outside of any costs and expenses that it is required to bear under this Agreement without reimbursement or that constitutes a Property Advance, other than any loss, liability or expense incurred by reason of willful misconduct, bad faith, fraud or negligence (or in the case of the Servicer or the Special Servicer, by reason of any specific liability imposed for a breach of the Servicing Standard) in the performance of duties hereunder or by reason of reckless disregard of obligations or duties hereunder, in each case by the Person being indemnified (provided that it shall be deemed non-negligent for the Servicer to service based on Mortgage Loan information provided to it in electronic format by, or caused to be provided by, the Depositor for a period of 30 days after delivery to the Servicer of the Mortgage Files), (ii) imposed by any taxing authority if such loss, liability or expense is not specifically reimbursable pursuant to the terms of this Agreement, or (iii) incurred in connection with any action or decision by an Other Servicer or Other Special Servicer in connection with a Co-Lender Split Note. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which unless such action is not incidental related to its respective duties under this Agreement and which in its opinion may involve does not expose it in to any ultimate expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, may in its discretion, discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the TrustTrust Fund, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator Account as provided in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements Section 3.06 of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereof.

Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer or any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, Trust or the Trust Interest Owners or any Companion Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan HolderOwners, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligence, bad faith or willful misconduct in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses relating to this Agreement, the Mortgage Loan, the PropertyProperties, or the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement), other than any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Such indemnification shall survive the termination or resignation of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trust Interest Owners hereunder. In such event, the legal expenses and costs of such action and any liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Trust Interests or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity). In addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information are the same Person or Affiliates) and by the Borrower Borrowers and shall have no duty to investigate or verify the accuracy thereof. (b) The Depositor shall not be obligated to monitor or supervise the performance of the Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement. The Depositor may, but shall not be obligated to, enforce the obligations of the Servicer and the Special Servicer, the Trustee and the Certificate Administrator under this Agreement. In addition, in no event shall the Depositor be obligated to cause any party to perform or comply with the obligations to remit the CREFC® Licensing Fee to CREFC® (as described in Section 3.4(c)), to report any such CREFC® Licensing Fee so paid (as described in Section 4.4(a)), to make available any Distribution Date Statement to any person (including, without limitation, CREFC®) (as described in Section 3.21), or to remit the EU Reporting Administrator Fee to the EU Transparency Designee or any EU Reporting Administrator. (c) In order to comply with Applicable Laws, the Servicer may be required to obtain, verify and record certain information relating to individuals and entities that maintain a business relationship with the Servicer. Accordingly, each of the parties hereto agrees to provide to the Servicer, upon its request from time to time, such identifying information and documentation as may be available for such party in order to enable the Servicer to comply with Applicable Laws.