Common use of Limitation on Liability of the Depositor, the Trust Advisor, the Master Servicers and the Special Servicers Clause in Contracts

Limitation on Liability of the Depositor, the Trust Advisor, the Master Servicers and the Special Servicers. (a) None of the Depositor, the Trust Advisor, the Master Servicers or the Special Servicers or any of their respective members, managers, directors, officers, employees or agents shall be under any liability to the Trust, the Trustee or the Certificateholders or any Serviced Pari Passu Companion Loan Holder for any action taken or not taken in good faith pursuant to this Agreement or for errors in judgment; provided that this provision shall not protect the Depositor, the Trust Advisor, any Master Servicer or any Special Servicer or any of their respective members, managers, directors, officers, employees or agents against any liability to the Trust, the Trustee or the Certificateholders or any Serviced Pari Passu Companion Loan Holder for the breach of a representation or warranty made by such party herein, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of such party’s obligations or duties hereunder, or by reason of reckless disregard of such obligations and duties. The Depositor, the Trust Advisor, the Master Servicers, the Special Servicers and any director, member, manager, officer, employee or agent of any such party may rely in good faith on any document of any kind conforming to the requirements of this Agreement for the truth and accuracy of the contents of that document (and as to certificates and opinions, including Opinions of Counsel, for the truth of the statements made therein and the correctness of the opinions expressed therein) reasonably believed or in good faith believed by it to be genuine and to have been signed or presented by the proper party or parties, which document, prima facie, is properly executed and submitted by any Person, or any employee or agent of any Person (including legal counsel as to opinions), respecting any matters arising hereunder. The Depositor, the Trust Advisor, the Master Servicers, the Special Servicers (each in its capacity as such or in its individual capacity) and any member, manager, director, officer, employee or agent of any such party, shall be indemnified and held harmless by the Trust Fund out of the Collection Accounts and the related Serviced Pari Passu Companion Loan Custodial Account, as applicable, as provided in Section 3.05(a), or the Distribution Account, as provided in Section 3.05(b), against any loss, liability, claim, damages, penalty, fine, cost or expense (including reasonable legal fees and expenses) incurred in connection with any actual or threatened legal action or claim relating to this Agreement, the Certificates or the Trust, other than any loss, liability, cost or expense: (i) specifically required to be borne by such party, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with any legal action or claim against such party resulting from any breach of a representation or warranty made by such Person herein, or (iii) incurred in connection with any legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence in the performance of such Person’s obligations and duties hereunder or resulting from negligent disregard of such obligations and duties. Such indemnification shall extend (subject to the same limitations and qualifications) to any loss, liability, claim, damages, penalty, fine, cost or expense incurred by any such Person in connection with any actual or threatened legal action or claim relating to a Loan Combination (whether or not the Loan Combination is then being serviced under the Pooling and Servicing Agreement), but the relevant party must promptly notify the applicable Master Servicer and the Other Master Servicer of any claim (but the omission to so notify shall not relieve the Trust Fund from any liability which it may have to any such indemnified party under this Agreement except to the extent that such omission to notify materially prejudices the interests of the Trust Fund) and, if any indemnification payment is made to such party from general collections on the Mortgage Pool on deposit in the Collection Accounts, the applicable Master Servicer will be required to use efforts in accordance with the Servicing Standard to exercise promptly the rights of the Trust Fund under the related Intercreditor Agreement to obtain reimbursement from the holder of the related Serviced Pari Passu Companion Loan for that holder’s allocable share of the amount so paid. None of the Depositor, the Master Servicers, the Special Servicers or the Trust Advisor shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and, except in the case of a legal action the costs of which such party is specifically required hereunder to bear, in its opinion does not involve it in any ultimate expense or liability for which it would not be reimbursed hereunder; provided that the Depositor, a Master Servicer, a Special Servicer or the Trust Advisor may in its discretion undertake any such action which it may reasonably deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders (or, if a Serviced Loan Combination is involved, the rights of the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s) (as a collective whole). 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, either Master Servicer, either Special Servicer or the Trust Advisor, as the case may be, shall be entitled to be reimbursed therefor from the Collection Accounts, as provided in Section 3.05(a), or the Distribution Account, as provided in Section 3.05(b) (or, with respect to a Serviced Loan Combination, if such expenses and costs relate specifically to such Serviced Loan Combination, first, pro rata from the related Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account (based on the respective outstanding principal balances of the related Mortgage Loan and any Serviced Pari Passu Companion Loan) and, if funds in the related Serviced Pari Passu Companion Loan Custodial Account are insufficient, then any deficiency shall be paid from amounts on deposit in the Collection Accounts). Following reimbursement or payment of such amounts (with no obligation to repay such amounts), the applicable Master Servicer or the applicable Special Servicer, as applicable, shall use efforts in accordance with the Servicing Standard to exercise promptly the rights of the Trust Fund under the related Intercreditor Agreement to obtain reimbursement from the related Serviced Pari Passu Companion Loan Holder (or if the related Serviced Pari Passu Companion Loan is held by an Other Securitization, from such Other Securitization), of such Serviced Pari Passu Companion Loan Holder’s pro rata share of such amounts reimbursed by the Collection Accounts. In no event will the Trust Advisor have any duty to appear in any legal proceedings in connection with this Agreement. Notwithstanding any provision herein to the contrary, for the purposes of indemnification of a Master Servicer or Special Servicer and limitation of liability, a Master Servicer or Special Servicer will be deemed not to have engaged in willful misfeasance or committed bad faith, fraud or negligence in the performance of its respective obligations or duties or acted in negligent disregard or other disregard of its respective obligations or duties hereunder if such Master Servicer or Special Servicer, as applicable, fails to follow the terms of the Mortgage Loan Documents because such Master Servicer or Special Servicer, as applicable, in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event (for which determination, the applicable Master Servicer and the applicable Special Servicer shall be entitled to rely on advice of counsel, the cost of which shall be reimbursed as an Additional Trust Fund Expense). Any indemnification payments or reimbursements of costs or expenses described in the preceding paragraph to which the Trust Advisor may become entitled shall constitute Trust Advisor Expenses and the payment of such Trust Advisor Expenses (other than those that constitute Designated Trust Advisor Expenses) shall be subject to the limitations set forth in Section 4.05. The Trust Advisor shall not be entitled to reimbursement of expenses for its services except those for which it is entitled to indemnification as described above. Notwithstanding the foregoing, if and to the extent that any loss, liability, claim, damages, penalty, fine, cost or expense that is, pursuant to this Section 6.03(a), required to be borne by the Trust out of the Distribution Account or Collection Accounts, relates to any Serviced Loan Combination, (i) such loss, liability, claim, damages, penalty, fine, cost or expense shall be payable out of amounts on deposit in respect of such Serviced Loan Combination in the related Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account collectively, on a pro rata basis, prior to payment from funds in the Distribution Account or the Collection Accounts that are unrelated to such Serviced Loan Combination; and (ii) such loss, liability, claim, damages, penalty, fine, cost or expense shall be payable out of amounts on deposit in the related Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account (withdrawals from those accounts shall be made in accordance with the related Intercreditor Agreement and pro rata according to the respective outstanding principal balances of the Mortgage Loan and any Serviced Pari Passu Companion Loan included in the related Serviced Loan Combination). Insofar as any such loss, liability, claim, damages, penalty, fine, cost or expense related to any Serviced Loan Combination is so paid by withdrawal from the Collection Accounts or Distribution Account and funds are subsequently received and allocable to the related Serviced Pari Passu Companion Loan(s), then the applicable Master Servicer shall deposit the amount of such loss, liability, claim, damages, penalty, fine, cost or expense into the applicable Collection Account from such funds so received and allocable to the related Serviced Pari Passu Companion Loan.

Limitation on Liability of the Depositor, the Trust Advisor, the Master Servicers and the Special Servicers. (a) None of the Depositor, the Trust Advisor, the Master Servicers or the Special Servicers or any of their respective members, managers, directors, officers, employees or agents shall be under any liability to the Trust, the Trustee or the Certificateholders or any Serviced Pari Passu Companion Loan Holder for any action taken or not taken in good faith pursuant to this Agreement or for errors in judgment; provided that this provision shall not protect the Depositor, the Trust Advisor, any Master Servicer or any Special Servicer or any of their respective members, managers, directors, officers, employees or agents against any liability to the Trust, the Trustee or the Certificateholders or any Serviced Pari Passu Companion Loan Holder for the breach of a representation or warranty made by such party herein, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of such party’s obligations or duties hereunder, or by reason of reckless disregard of such obligations and duties. The Depositor, the Trust Advisor, the Master Servicers, the Special Servicers and any director, member, manager, officer, employee or agent of any such party may rely in good faith on any document of any kind conforming to the requirements of this Agreement for the truth and accuracy of the contents of that document (and as to certificates and opinions, including Opinions of Counsel, for the truth of the statements made therein and the correctness of the opinions expressed therein) reasonably believed or in good faith believed by it to be genuine and to have been signed or presented by the proper party or parties, which document, prima facie, is properly executed and submitted by any Person, or any employee or agent of any Person (including legal counsel as to opinions), respecting any matters arising hereunder. The Depositor, the Trust Advisor, the Master Servicers, the Special Servicers (each in its capacity as such or in its individual capacity) and any member, manager, director, officer, employee or agent of any such party, shall be indemnified and held harmless by the Trust Fund out of the Collection Accounts and the related Serviced Pari Passu Companion Loan Custodial Account, as applicable, as provided in Section 3.05(a), or the Distribution Account, as provided in Section 3.05(b), against any loss, liability, claim, damages, penalty, fine, cost or expense (including reasonable legal fees and expenses) incurred in connection with any actual or threatened legal action or claim relating to this Agreement, the Certificates or the Trust, other than any loss, liability, cost or expense: (i) specifically required to be borne by such party, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with any legal action or claim against such party resulting from any breach of a representation or warranty made by such Person herein, or (iii) incurred in connection with any legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence in the performance of such Person’s obligations and duties hereunder or resulting from negligent disregard of such obligations and duties. Such indemnification shall extend (subject to the same limitations and qualifications) to any loss, liability, claim, damages, penalty, fine, cost or expense incurred by any such Person in connection with any actual or threatened legal action or claim relating to a Loan Combination (whether or not the Loan Combination is then being serviced under the Pooling and Servicing Agreement), but the relevant party must promptly notify the applicable Master Servicer and the Other Master Servicer of any claim (but the omission to so notify shall not relieve the Trust Fund from any liability which it may have to any such indemnified party under this Agreement except to the extent that such omission to notify materially prejudices the interests of the Trust Fund) and, if any indemnification payment is made to such party from general collections on the Mortgage Pool on deposit in the Collection Accounts, the applicable Master Servicer will be required to use efforts in accordance with the Servicing Standard to exercise promptly the rights of the Trust Fund under the related Intercreditor Agreement to obtain reimbursement from the holder of the related Serviced Pari Passu Companion Loan for that holder’s allocable share of the amount so paid. None of the Depositor, the Master Servicers, Servicers or the Special Servicers or the Trust Advisor shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and, except in the case of a legal action the costs of which such party is specifically required hereunder to bear, in its opinion does not involve it in any ultimate expense or liability for which it would not be reimbursed hereunder; provided that the Depositor, a Master Servicer, a Special Servicer or the Trust Advisor may in its discretion undertake any such action which it may reasonably deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders (or, if a Serviced Loan Combination is involved, the rights of the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s) (as a collective whole). 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, either Master Servicer, either Special Servicer or the Trust Advisor, as the case may be, shall be entitled to be reimbursed therefor from the Collection Accounts, as provided in Section 3.05(a), or the Distribution Account, as provided in Section 3.05(b) (or, with respect to a Serviced Loan Combination, if such expenses and costs relate specifically to such Serviced Loan Combination, first, pro rata from the related Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account (based on the respective outstanding principal balances of the related Mortgage Loan and any Serviced Pari Passu Companion Loan) and, if funds in the related Serviced Pari Passu Companion Loan Custodial Account are insufficient, then any deficiency shall be paid from amounts on deposit in the Collection Accounts). Following reimbursement or payment of such amounts (with no obligation to repay such amounts), the applicable Master Servicer or the applicable Special Servicer, as applicable, shall use efforts in accordance with the Servicing Standard to exercise promptly the rights of the Trust Fund under the related Intercreditor Agreement to obtain reimbursement from the related Serviced Pari Passu Companion Loan Holder (or if the related Serviced Pari Passu Companion Loan is held by an Other Securitization, from such Other Securitization), of such Serviced Pari Passu Companion Loan Holder’s pro rata share of such amounts reimbursed by the Collection Accounts. In no event will the Trust Advisor have any duty to appear in any legal proceedings in connection with this Agreement. Notwithstanding any provision herein to the contrary, for the purposes of indemnification of a Master Servicer or Special Servicer and limitation of liability, a Master Servicer or Special Servicer will be deemed not to have engaged in willful misfeasance or committed bad faith, fraud or negligence in the performance of its respective obligations or duties or acted in negligent disregard or other disregard of its respective obligations or duties hereunder if such Master Servicer or Special Servicer, as applicable, fails to follow the terms of the Mortgage Loan Documents because such Master Servicer or Special Servicer, as applicable, in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event (for which determination, the applicable Master Servicer and the applicable Special Servicer shall be entitled to rely on advice of counsel, the cost of which shall be reimbursed as an Additional Trust Fund Expense). Any indemnification payments or reimbursements of costs or expenses described in the preceding paragraph to which the Trust Advisor may become entitled shall constitute Trust Advisor Expenses and the payment of such Trust Advisor Expenses (other than those that constitute Designated Trust Advisor Expenses) shall be subject to the limitations set forth in Section 4.05. The Trust Advisor shall not be entitled to reimbursement of expenses for its services except those for which it is entitled to indemnification as described above. Notwithstanding the foregoing, if and to the extent that any loss, liability, claim, damages, penalty, fine, cost or expense that is, pursuant to this Section 6.03(a), required to be borne by the Trust out of the Distribution Account or Collection Accounts, relates to any Serviced Loan Combination, (i) such loss, liability, claim, damages, penalty, fine, cost or expense shall be payable out of amounts on deposit in respect of such Serviced Loan Combination in the related Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account collectively, on a pro rata basis, prior to payment from funds in the Distribution Account or the Collection Accounts that are unrelated to such Serviced Loan Combination; and (ii) such loss, liability, claim, damages, penalty, fine, cost or expense shall be payable out of amounts on deposit in the related Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account (withdrawals from those accounts shall be made in accordance with the related Intercreditor Agreement and pro rata according to the respective outstanding principal balances of the Mortgage Loan and any Serviced Pari Passu Companion Loan included in the related Serviced Loan Combination). Insofar as any such loss, liability, claim, damages, penalty, fine, cost or expense related to any Serviced Loan Combination is so paid by withdrawal from the Collection Accounts or Distribution Account and funds are subsequently received and allocable to the related Serviced Pari Passu Companion Loan(s), then the applicable Master Servicer shall deposit the amount of such loss, liability, claim, damages, penalty, fine, cost or expense into the applicable Collection Account from such funds so received and allocable to the related Serviced Pari Passu Companion Loan.

Limitation on Liability of the Depositor, the Trust Advisor, the Master Servicers and the Special Servicers. (a) None of the Depositor, the Trust Advisor, the Master Servicers or the Special Servicers or any of their respective members, managers, directors, officers, employees or agents shall be under any liability to the Trust, the Trustee or the Certificateholders or any Serviced Pari Passu Companion Loan Holder for any action taken or not taken in good faith pursuant to this Agreement or for errors in judgment; provided provided, that this provision shall not protect the Depositor, the Trust Advisor, any Master Servicer or any Special Servicer or any of their respective members, managers, directors, officers, employees or agents against any liability to the Trust, the Trustee or the Certificateholders or any Serviced Pari Passu Companion Loan Holder for the breach of a representation or warranty made by such party herein, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of such party’s obligations or duties hereunder, or by reason of reckless disregard of such obligations and duties. The Depositor, the Trust Advisor, the Master Servicers, the Special Servicers and any director, member, manager, officer, employee or agent of any such party may rely in good faith on any document of any kind conforming to the requirements of this Agreement for the truth and accuracy of the contents of that document (and as to certificates and opinions, including Opinions of Counsel, for the truth of the statements made therein and the correctness of the opinions expressed therein) reasonably believed or in good faith believed by it to be genuine and to have been signed or presented by the proper party or parties, which document, prima facie, is properly executed and submitted by any Person, or any employee or agent of any Person (including legal counsel as to opinions), respecting any matters arising hereunder. The Depositor, the Trust Advisor, the Master Servicers, the Special Servicers (each in its capacity as such or in its individual capacity) and any member, manager, director, officer, employee or agent of any such party, shall be indemnified and held harmless by the Trust Fund out of the Collection Accounts and the related Serviced Pari Passu Companion Loan Custodial Account, as applicable, as provided in Section 3.05(a), or the Distribution Account, as provided in Section 3.05(b), against any loss, liability, claim, damages, penalty, fine, cost or expense (including reasonable legal fees and expenses) incurred in connection with any actual or threatened legal action or claim relating to this Agreement, the Certificates or the Trust, other than any loss, liability, cost or expense: (i) specifically required to be borne by such party, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with any legal action or claim against such party resulting from any breach of a representation or warranty made by such Person herein, ; or (iii) incurred in connection with any legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence in the performance of such Person’s obligations and duties hereunder or resulting from negligent disregard of such obligations and duties. Such indemnification shall extend (subject to the same limitations and qualifications) to any loss, liability, claim, damages, penalty, fine, cost or expense incurred by any such Person in connection with any actual or threatened legal action or claim relating to a Loan Combination (whether or not the Loan Combination is then being serviced under the Pooling and Servicing Agreement), but the relevant party must promptly notify the applicable Master Servicer and the Other Master Servicer of any claim (but the omission to so notify shall not relieve the Trust Fund from any liability which it may have to any such indemnified party under this Agreement except to the extent that such omission to notify materially prejudices the interests of the Trust Fund) and, if any indemnification payment is made to such party from general collections on the Mortgage Pool on deposit in the Collection Accounts, the applicable Master Servicer will be required to use efforts in accordance with the Servicing Standard to exercise promptly the rights of the Trust Fund under the related Intercreditor Agreement to obtain reimbursement from the holder of the related Serviced Pari Passu Companion Loan for that holder’s allocable share of the amount so paid. None of the Depositor, the Master Servicers, the Special Servicers or the Trust Advisor shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and, except in the case of a legal action the costs of which such party is specifically required hereunder to bear, in its opinion does not involve it in any ultimate expense or liability for which it would not be reimbursed hereunder; provided provided, that the Depositor, a Master Servicer, a Special Servicer or the Trust Advisor may in its discretion undertake any such action which it may reasonably deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders (or, if a Serviced Loan Combination is involved, the rights of the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s) (as a collective whole). 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, either Master Servicer, either Special Servicer or the Trust Advisor, as the case may be, shall be entitled to be reimbursed therefor from the Collection Accounts, as provided in Section 3.05(a), or the Distribution Account, as provided in Section 3.05(b) (or, with respect to a Serviced Loan Combination, if such expenses and costs relate specifically to such Serviced Loan Combination, first, pro rata from the related Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account (based on the respective outstanding principal balances of the related Mortgage Loan and any Serviced Pari Passu Companion Loan) and, if funds in the related Serviced Pari Passu Companion Loan Custodial Account are insufficient, then any deficiency shall be paid from amounts on deposit in the Collection Accounts). Following reimbursement or payment of such amounts (with no obligation to repay such amounts), the applicable Master Servicer or the applicable Special Servicer, as applicable, shall use efforts in accordance with the Servicing Standard to exercise promptly the rights of the Trust Fund under the related Intercreditor Agreement to obtain reimbursement from the related Serviced Pari Passu Companion Loan Holder (or if the related Serviced Pari Passu Companion Loan is held by an Other Securitization, from such Other Securitization), of such Serviced Pari Passu Companion Loan Holder’s pro rata share of such amounts reimbursed by the Collection Accounts. In no event will the Trust Advisor have any duty to appear in any legal proceedings in connection with this Agreement. Notwithstanding any provision herein to the contrary, for the purposes of indemnification of a Master Servicer or Special Servicer and limitation of liability, a Master Servicer or Special Servicer will be deemed not to have engaged in willful misfeasance or committed bad faith, fraud or negligence in the performance of its respective obligations or duties or acted in negligent disregard or other disregard of its respective obligations or duties hereunder if such Master Servicer or Special Servicer, as applicable, fails to follow the terms of the Mortgage Loan Documents because such Master Servicer or Special Servicer, as applicable, in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event (for which determination, the applicable Master Servicer and the applicable Special Servicer shall be entitled to rely on advice of counsel, the cost of which shall be reimbursed as an Additional Trust Fund Expense). Any indemnification payments or reimbursements of costs or expenses described in the preceding paragraph to which the Trust Advisor may become entitled shall constitute Trust Advisor Expenses and the payment of such Trust Advisor Expenses (other than those that constitute Designated Trust Advisor Expenses) shall be subject to the limitations set forth in Section 4.05. The Trust Advisor shall not be entitled to reimbursement of expenses for its services except those for which it is entitled to indemnification as described above. Notwithstanding the foregoing, if and to the extent that any loss, liability, claim, damages, penalty, fine, cost or expense that is, pursuant to this Section 6.03(a), required to be borne by the Trust out of the Distribution Account or Collection Accounts, relates to any Serviced Loan Combination, (i) such loss, liability, claim, damages, penalty, fine, cost or expense shall be payable out of amounts on deposit in respect of such Serviced Loan Combination in the related Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account collectively, on a pro rata basis, prior to payment from funds in the Distribution Account or the Collection Accounts that are unrelated to such Serviced Loan Combination; and (ii) such loss, liability, claim, damages, penalty, fine, cost or expense shall be payable out of amounts on deposit in the related Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account (withdrawals from those accounts shall be made in accordance with the related Intercreditor Agreement and pro rata according to the respective outstanding principal balances of the Mortgage Loan and any Serviced Pari Passu Companion Loan included in the related Serviced Loan Combination). Insofar as any such loss, liability, claim, damages, penalty, fine, cost or expense related to any Serviced Loan Combination is so paid by withdrawal from the Collection Accounts or Distribution Account and funds are subsequently received and allocable to the related Serviced Pari Passu Companion Loan(s), then the applicable Master Servicer shall deposit the amount of such loss, liability, claim, damages, penalty, fine, cost or expense into the applicable Collection Account from such funds so received and allocable to the related Serviced Pari Passu Companion Loan.

Limitation on Liability of the Depositor, the Trust Advisor, the Master Servicers and the Special Servicers. (a) None of the Depositor, the Trust Advisor, the Master Servicers or the Special Servicers or any of their respective members, managers, directors, officers, employees or agents shall be under any liability to the Trust, the Trustee or the Certificateholders or any Serviced Pari Passu Companion Loan Holder for any action taken or not taken in good faith pursuant to this Agreement or for errors in judgment; provided provided, that this provision shall not protect the Depositor, the Trust Advisor, any Master Servicer or any Special Servicer or any of their respective members, managers, directors, officers, employees or agents against any liability to the Trust, the Trustee or the Certificateholders or any Serviced Pari Passu Companion Loan Holder for the breach of a representation or warranty made by such party herein, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of such party’s obligations or duties hereunder, or by reason of reckless disregard of such obligations and duties. The Depositor, the Trust Advisor, the Master Servicers, the Special Servicers and any director, member, manager, officer, employee or agent of any such party may rely in good faith on any document of any kind conforming to the requirements of this Agreement for the truth and accuracy of the contents of that document (and as to certificates and opinions, including Opinions of Counsel, for the truth of the statements made therein and the correctness of the opinions expressed therein) reasonably believed or in good faith believed by it to be genuine and to have been signed or presented by the proper party or parties, which document, prima facie, is properly executed and submitted by any Person, or any employee or agent of any Person (including legal counsel as to opinions), respecting any matters arising hereunder. The Depositor, the Trust Advisor, the Master Servicers, the Special Servicers (each in its capacity as such or in its individual capacity) and any member, manager, director, officer, employee or agent of any such party, shall be indemnified and held harmless by the Trust Fund out of the Collection Accounts and the related Serviced Pari Passu Companion Loan Custodial Account, as applicable, as provided in Section 3.05(a), or the Distribution Account, as provided in Section 3.05(b), against any loss, liability, claim, damages, penalty, fine, cost or expense (including reasonable legal fees and expenses) incurred in connection with any actual or threatened legal action or claim relating to this Agreement, the Certificates or the Trust, other than any loss, liability, cost or expense: (i) specifically required to be borne by such party, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with any legal action or claim against such party resulting from any breach of a representation or warranty made by such Person herein, or (iii) incurred in connection with any legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence in the performance of such Person’s obligations and duties hereunder or resulting from negligent disregard of such obligations and duties. Such indemnification shall extend (subject to the same limitations and qualifications) to any loss, liability, claim, damages, penalty, fine, cost or expense incurred by any such Person in connection with any actual or threatened legal action or claim relating to a Loan Combination (whether or not the Loan Combination is then being serviced under the Pooling and Servicing Agreement), but the relevant party must promptly notify the applicable Master Servicer and the Other Master Servicer any related other master servicer under any other securitization trust relating to a Loan Combination of any claim (but the omission to so notify shall not relieve the Trust Fund from any liability which it may have to any such indemnified party under this Agreement except to the extent that such omission to notify materially prejudices the interests of the Trust Fund) and, if any indemnification payment is made to such party from general collections on the Mortgage Pool on deposit in the Collection Accounts, the applicable Master Servicer will be required to shall use efforts in accordance with the Servicing Standard to exercise promptly the rights of the Trust Fund under the related Intercreditor Agreement to obtain reimbursement from the holder of the related Serviced Pari Passu Companion Loan for that holder’s allocable share of the amount so paid. None of the Depositor, the Master Servicers, Servicers or the Special Servicers or the Trust Advisor shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and, except in the case of a legal action the costs of which such party is specifically required hereunder to bear, in its opinion does not involve it in any ultimate expense or liability for which it would not be reimbursed hereunder; provided provided, that the Depositor, a Master Servicer, a Special Servicer or the Trust Advisor may in its discretion undertake any such action which it may reasonably deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders (or, if a Serviced Loan Combination is involved, the rights of the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s) (as a collective whole)). 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, either Master Servicer, either Special Servicer or the Trust Advisor, as the case may be, shall be entitled to be reimbursed therefor from the Collection Accounts, as provided in Section 3.05(a), or the Distribution Account, as provided in Section 3.05(b) (or, with respect to a Serviced Loan Combination, if such expenses and costs relate specifically to such Serviced Loan Combination, first, pro rata from the related Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account (based on the respective outstanding principal balances of the related Mortgage Loan and any Serviced Pari Passu Companion Loan) and, if funds in the related Serviced Pari Passu Companion Loan Custodial Account are insufficient, then any deficiency shall be paid from amounts on deposit in the Collection Accounts). Following reimbursement or payment of such amounts (with no obligation to repay such amounts), the applicable Master Servicer or the applicable Special Servicer, as applicable, shall use efforts in accordance with the Servicing Standard to exercise promptly the rights of the Trust Fund under the related Intercreditor Agreement to obtain reimbursement from the related Serviced Pari Passu Companion Loan Holder (or if the related Serviced Pari Passu Companion Loan is held by an Other Securitization, from such Other Securitization)Holder, of such Serviced Pari Passu Companion Loan Holder’s pro rata share of such amounts reimbursed by the Collection Accounts. In no event will the Trust Advisor have any duty to appear in any legal proceedings in connection with this Agreement. Notwithstanding any provision herein to the contrary, for the purposes of indemnification of a Master Servicer or a Special Servicer and limitation of liability, a Master Servicer or a Special Servicer will be deemed not to have engaged in willful misfeasance or committed bad faith, fraud or negligence in the performance of its respective obligations or duties or acted in negligent disregard or other disregard of its respective obligations or duties hereunder if such Master Servicer or such Special Servicer, as applicable, fails to follow the terms of the Mortgage Loan Documents because such Master Servicer or such Special Servicer, as applicable, in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event (for which determination, the applicable Master Servicer and the applicable Special Servicer shall be entitled to rely on advice of counsel, the cost of which shall be reimbursed as an Additional Trust Fund Expense). Any indemnification payments or reimbursements of costs or expenses described in the preceding paragraph to which the Trust Advisor may become entitled shall constitute Trust Advisor Expenses and the payment of such Trust Advisor Expenses (other than those that constitute Designated Trust Advisor Expenses) shall be subject to the limitations set forth in Section 4.05. The Trust Advisor shall not be entitled to reimbursement of expenses for its services except those for which it is entitled to indemnification as described above. Notwithstanding the foregoing, if and to the extent that any loss, liability, claim, damages, penalty, fine, cost or expense that is, pursuant to this Section 6.03(a), required to be borne by the Trust out of the Distribution Account or the Collection Accounts, relates to any Serviced Loan Combination, (i) such loss, liability, claim, damages, penalty, fine, cost or expense shall be payable out of amounts on deposit in respect of such Serviced Loan Combination in the related Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account collectively, on a pro rata basis, prior to payment from funds in the Distribution Account or the Collection Accounts that are unrelated to such Serviced Loan Combination; and (ii) such loss, liability, claim, damages, penalty, fine, cost or expense shall be payable out of amounts on deposit in the related Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account (withdrawals from those accounts shall be made in accordance with the related Intercreditor Agreement and pro rata according to the respective outstanding principal balances of the Mortgage Loan and any Serviced Pari Passu Companion Loan included in the related Serviced Loan Combination). Insofar as any such loss, liability, claim, damages, penalty, fine, cost or expense related to any Serviced Loan Combination is so paid by withdrawal from the Collection Accounts or Distribution Account and funds are subsequently received and allocable to the related Serviced Pari Passu Companion Loan(s), then the applicable Master Servicer shall deposit the amount of such loss, liability, claim, damages, penalty, fine, cost or expense into the applicable Collection Account from such funds so received and allocable to the related Serviced Pari Passu Companion Loan.