Common use of Limitation on Liability of the Primary Servicer and Others Clause in Contracts

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managers, directors, officers, employees or agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation or warranty made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under this Agreement or which, in its opinion may involve it in any ultimate expenses or liability; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom, to the extent the same are expenses, costs and liabilities of the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability, claim, damages, penalty, fine, 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 or expense: (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, or (iii) incurred in connection with a legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence in the performance of the Primary Servicer’s obligations or duties hereunder, or resulting from negligent disregard of such obligations or duties. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraph.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managersAffiliates, directors, officers, employees employees, members, managers, representatives or agents of the Primary Servicer shall (the “Primary Servicer Parties”) will be under any liability to the Master Servicer for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person Parties against liability for any breach of representation warranties or warranty representations made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which that would otherwise be imposed on the Primary Servicer by reason of its willful misfeasancemisconduct, bad faith faith, fraud or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its duties hereunder or by reason of its negligent disregard of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent Affiliate of the Primary Servicer 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 documentkind, prima facie, is properly executed and submitted by any Person, or any employee or agent of any appropriate Person (including legal counsel as to opinions), respecting any matters arising hereunder. The Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that unless such action is not incidental related to its respective duties under this Agreement and either (i) it is specifically required to bear the cost of such action or which(ii) such action will not, in its opinion may reasonable and good faith judgment, involve it in any ultimate expenses expense or liabilityliability for which it would not be reimbursed hereunder; provided, however, that the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action, proceeding, hearing or examination action and any liability resulting therefrom, to the extent the same are expenses, costs and liabilities of the Trust Fund pursuant to the Pooling and Servicing Agreement, therefrom shall be expenses, costs and liabilities of for which the Master Servicer will be liable and the Primary Servicer shall be entitled to be reimbursed therefor from to the extent the Master Servicer upon written demandis reimbursed therefor by the Trust. To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer Parties shall be indemnified and held harmless by the Trust Fund Trust, against any loss, liability, Losses incurred by the Primary Servicer in connection with any claim, damagesloss, penalty, fine, foreclosure, judgment, liability 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 or expense: Losses (i) that are specifically required to be borne by the Primary Servicer, Servicer without right of reimbursement, reimbursement pursuant to the terms hereof; of this Agreement or (ii) that are incurred in connection with by reason of (A) a legal action or claim against such party resulting from any breach of a any representation or warranty made by the Primary Servicer herein, or (iiiB) incurred in connection with a legal action or claim against such party resulting from any willful misfeasancemisconduct, bad faith or negligence in the performance of the Primary Servicer’s obligations or duties hereunder, or resulting from negligent disregard of such obligations or duties. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary Servicer will be deemed not to have engaged in willful misfeasance or committed bad faith, fraud or negligence of the Primary Servicer in the performance of its respective obligations duties under this Agreement or duties or acted in negligent disregard or other disregard of its respective obligations or and duties hereunder if under this Agreement; provided, however, that the Primary Servicer, fails indemnification described in this sentence shall be strictly limited to follow the terms any actual amount of the Mortgage Loan Documents because indemnification received by the Master Servicer in its reasonably exercised judgment determines that following under the terms Pooling and Servicing Agreement as a result of pursuing the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions Trust on behalf of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraphsuch indemnification.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managers, directors, officers, employees or affiliates, agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation representations or warranty warranties made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 documentwhich, 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental unless such action relates to its respective duties under this Agreement or which, and which in its opinion may involve does not expose it in to any ultimate expenses expense or liabilityliability not recoverable from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefromtherefrom are reimbursable, and are reimbursed to the extent the same are expensesMaster Servicer, costs and liabilities of by the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 6.04 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liabilityliability or expense, incurred in connection with any claim, damagesloss, penalty, fine, foreclosure, judgment, liability 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 Agreement or the TrustCertificates, other than any loss, liability or expense: expense (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (iiincluding legal fees and expenses) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, or (iii) incurred in connection with a legal action or claim against such party resulting from any by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence in the performance of the Primary Servicer’s obligations duties hereunder or duties hereunder, or resulting from by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraph.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managerspartners, directors, officers, shareholders, members, managers, employees or agents of the Primary Servicer shall be under any liability to the Master Servicer or the Serviced Companion Noteholders for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation representations or warranty warranties made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 documentwhich, 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental unless such action relates to its respective duties under this Agreement or which, and which in its opinion may involve does not expose it in to any ultimate expenses expense or liabilityliability not recoverable from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefromtherefrom are reimbursable, and are reimbursed to the extent the same are expensesMaster Servicer, costs and liabilities of by the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 6.04 of the Pooling and Servicing Agreement, the Primary Servicer Servicer, and any partner, director, officer, shareholder, member, manager, employee or agent of the Primary Servicer, shall be indemnified and held harmless by the Trust Fund against any lossclaims, liabilitylosses, claimpenalties, damagesfines, penaltyforfeitures, fine, or expense, including reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred (for the avoidance of doubt, including, without limitation, reasonable attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity, and of investigation, counsel fees, damages, judgments and amounts paid in connection with any actual or threatened legal action or claim settlement) relating to this Agreement, the Mortgage Loans, the Companion Loans, the Certificates or the TrustVRR Interest, other than any loss, liability or expense: expense (including legal fees and expenses) (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, Servicer pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, ; or (iii) incurred in connection with a legal action or claim against such party resulting from any by the Primary Servicer by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence in the performance of the Primary Servicer’s obligations duties hereunder or duties hereunder, or resulting from by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the The Primary Servicer shall promptly notify cooperate with the Master Servicer and the Master Servicer shall make reasonable efforts to obtain such recovery from the determination for purposes of this paragraphTrust pursuant to the Pooling and Servicing Agreement.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managers, directors, officers, employees or affiliates, agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation representations or warranty warranties made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 documentwhich, 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental unless such action relates to its respective duties under this Agreement or which, and which in its opinion may involve does not expose it in to any ultimate expenses expense or liabilityliability not recoverable from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefromtherefrom are reimbursable, and are reimbursed to the extent the same are expensesMaster Servicer, costs and liabilities of by the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liabilityliability or expense, incurred in connection with any claim, damagesloss, penalty, fine, foreclosure, judgment, liability 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 Agreement or the TrustCertificates, other than any loss, liability or expense: expense (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (iiincluding legal fees and expenses) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, or (iii) incurred in connection with a legal action or claim against such party resulting from any by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence in the performance of the Primary Servicer’s obligations duties hereunder or duties hereunder, or resulting from by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraph.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managerspartners, directors, officers, shareholders, members, managers, employees or agents of the Primary Servicer shall be under any liability to the Master Servicer or the Serviced Companion Noteholders for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation representations or warranty warranties made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 documentwhich, 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental unless such action relates to its respective duties under this Agreement or which, and which in its opinion may involve does not expose it in to any ultimate expenses expense or liabilityliability not recoverable from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefromtherefrom are reimbursable, and are reimbursed to the extent the same are expensesMaster Servicer, costs and liabilities of by the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 6.04 of the Pooling and Servicing Agreement, the Primary Servicer Servicer, and any partner, director, officer, shareholder, member, manager, employee or agent of the Primary Servicer, shall be indemnified and held harmless by the Trust Fund against any lossclaims, liabilitylosses, claimpenalties, damagesfines, penaltyforfeitures, fine, or expense, including reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred (including, without limitation, costs and expenses of litigation and of enforcement of this indemnity, and of investigation, counsel fees, damages, judgments and amounts paid in connection with any actual or threatened legal action or claim settlement) relating to this Agreement, the Certificates Agreement or the TrustCertificates, other than any loss, liability or expense: expense (including legal fees and expenses) (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, Servicer pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, ; or (iii) incurred in connection with a legal action or claim against such party resulting from any by the Primary Servicer by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence in the performance of the Primary Servicer’s obligations duties hereunder or duties hereunder, or resulting from by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the The Primary Servicer shall promptly notify cooperate with the Master Servicer and the Master Servicer shall make reasonable efforts to obtain such recovery from the determination for purposes of this paragraphTrust pursuant to the Pooling and Servicing Agreement.

Limitation on Liability of the Primary Servicer and Others. (a) Neither the Primary Servicer nor any of the members, managers, directors, officers, employees or agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreementfaith, or for errors in using reasonable business judgment, consistent with the Servicing Standard; provided, however, provided that this provision shall not protect the Primary Servicer or any such person against liability for any breach of a representation or warranty made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the its performance of its obligations or duties hereunder, under the Agreement or by reason of negligent disregard of such obligations and dutiesduties hereunder. The Primary Servicer and any director, officer, employee or agent of the Primary Servicer 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 facie properly executed and submitted by any Person, or any employee or agent of any Person (including legal counsel as to opinions)including, without limitation, the Special Servicer) respecting any matters arising hereunderhereunder or under the PSA. The Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that which is not incidental to its respective duties under to service the Mortgage Loans in accordance with this Agreement or which, in its opinion may involve it in any ultimate expenses or liabilityAgreement; provided, however, provided that the Primary Servicer may, with the consent of shall undertake any such action if instructed to do so by the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the all legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom, to the extent the same are expenses, costs and liabilities of the Trust Fund pursuant to the Pooling and Servicing Agreement, action shall be expenses, costs and liabilities of paid by the Master Servicer and as a Servicing Advance or otherwise in the manner provided in the PSA. (b) In addition, the Primary Servicer shall have no liability with respect to, and shall be entitled to conclusively rely on as to the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Primary Servicer and conforming to the requirements of this Agreement and the PSA. Subject to the Servicing Standard, the Primary Servicer shall have the right to rely on information provided to it by the Special Servicer, any sub-servicer and Borrowers, and will have no duty to investigate or verify the accuracy thereof, but, for the avoidance of doubt, this statement shall not be reimbursed therefor from construed to limit subsection (c). Neither the Primary Servicer, nor any director, officer, employee, agent or Affiliate, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Primary Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Primary Servicer nor any director, officer, employee, agent or Affiliate, shall be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement. (c) The Primary Servicer may enter into sub-servicing agreements with sub-servicers for the servicing and administration of the Mortgage Loans. Notwithstanding the provisions of this Agreement or any other provisions of any sub-servicing agreement, the Primary Servicer shall remain obligated and liable to the Master Servicer upon written demand. To for servicing and administering of the extent provided Mortgage Loans in Section 6.03 accordance with the provisions of this Agreement and the applicable provisions of the Pooling and Servicing Agreement, Agreement to the same extent as if the Primary Servicer was alone servicing and administering the Mortgage Loans; provided, however, that any decision or recommendation involving the exercise of a Primary Servicer's discretion as a "lender" under any loan document with respect to a Mortgage Loan shall be indemnified and held harmless by the Trust Fund against any loss, liability, claim, damages, penalty, fine, 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 or expense: (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made exercised only by the Primary Servicer herein, or (iii) incurred in connection with and may not be delegated to a legal action or claim against sub servicer. The Primary Servicer shall maintain and perform policies and procedures to monitor such party resulting from any willful misfeasance, bad faith or negligence in the subcontractors' performance of the services for which they are employed. The Primary Servicer represents and agrees that, with respect to each sub-servicer with which the Primary Servicer has entered into a sub-servicing agreement as of or before the Closing Date, one of the following statements is true: (A) such sub-servicer does not, in light of the nature of the services performed and the terms and conditions of the sub-servicing agreement, constitute an entity for which a document described in Item 1122(a), 1122(b) or 1123 under Regulation AB could be required now or in the future; (B) the Primary Servicer has contractually obligated such sub-servicer, at all times during such entity's tenure as sub-servicer, to deliver (annually not later than the date when the Primary Servicer is required to deliver analogous documents hereunder) to the Master Servicer’s obligations or duties hereunder, or resulting to the Primary Servicer (which shall cause same to be delivered to the Master Servicer), the documents described in Items 1122(a), 1122(b) and 1123 under Regulation AB (even if not actually then required under Regulation AB); or (C) such sub-servicer is initially an entity described in clause (A), but the terms of the related sub-servicing agreement provide for a subsequent increase in such sub-servicer's sub-servicing rights and duties that would cause such entity no longer to be an entity described in clause (A) above, but, from negligent disregard and after the date when this occurs, such sub-servicer will be an entity described in clause (B) above under the terms of such obligations or dutiessub-servicing agreement. The Primary Servicer shall not have any rights enter into or amend a sub-servicing agreement after the Closing Date, unless the statement made in clause (A), clause (B) or clause (C) would be true upon the execution of indemnification out such sub-servicing agreement or amendment. Following reasonable request of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer provide a current list of sub-servicers who are described by clause (A), clause (B) and the Master Servicer shall make the determination for purposes of this paragraphclause (C).

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managers, directors, officers, employees or affiliates, agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation representations or warranty warranties made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 documentwhich, 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental unless such action relates to its respective duties under this Agreement or which, and which in its opinion may involve does not expose it in to any ultimate expenses expense or liabilityliability not recoverable from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefromtherefrom are reimbursable, and are reimbursed to the extent the same are expensesMaster Servicer, costs and liabilities of by the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 6.04 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liabilityliability or expense, incurred in connection with any claim, damagesloss, penalty, fine, foreclosure, judgment, liability 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 Agreement or the TrustCertificates, other than any loss, liability or expense: expense (iincluding legal fees and expenses) incurred by the Primary Servicer that are specifically required to be borne by the Primary Servicer, Servicer without right of reimbursement, reimbursement pursuant to the terms hereof; of the Primary Servicing Agreement or (ii) that are incurred in connection with by reason of (A) a legal action or claim against such party resulting from any breach of a any representation or warranty made by the Primary Servicer hereinor (B) willful misconduct, bad faith, or (iii) incurred in connection with a legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence of Primary Servicer in the performance of duties under the KeyBank Primary Servicer’s obligations Servicing Agreement or duties hereunder, or resulting from negligent disregard of such obligations or dutiesand duties under the Primary Servicing Agreement. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraph.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managerspartners, directors, officers, shareholders, members, managers, employees or agents of the Primary Servicer shall be under any liability to the Master Servicer or the Serviced Companion Noteholders for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation representations or warranty warranties made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 documentwhich, 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental unless such action relates to its respective duties under this Agreement or which, and which in its opinion may involve does not expose it in to any ultimate expenses expense or liabilityliability not recoverable from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefromtherefrom are reimbursable, and are reimbursed to the extent the same are expensesMaster Servicer, costs and liabilities of by the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 6.04 of the Pooling and Servicing Agreement, the Primary Servicer Servicer, and any partner, director, officer, shareholder, member, manager, employee or agent of the Primary Servicer, shall be indemnified and held harmless by the Trust Fund against any lossclaims, liabilitylosses, claimpenalties, damagesfines, penaltyforfeitures, fine, or expense, including reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred (for the avoidance of doubt, including, without limitation, reasonable attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity, and of investigation, counsel fees, damages, judgments and amounts paid in connection with any actual or threatened legal action or claim settlement) relating to this Agreement, the Certificates Mortgage Loans, the Companion Loans, or the Trustthe Certificates, other than any loss, liability or expense: expense (including legal fees and expenses) (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, Servicer pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, ; or (iii) incurred in connection with a legal action or claim against such party resulting from any by the Primary Servicer by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence in the performance of the Primary Servicer’s obligations duties hereunder or duties hereunder, or resulting from by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the The Primary Servicer shall promptly notify cooperate with the Master Servicer and the Master Servicer shall make reasonable efforts to obtain such recovery from the determination for purposes of this paragraphTrust pursuant to the Pooling and Servicing Agreement.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the officers, employees or Affiliates, agents, directors, members, managers, directors, officers, employees or agents representatives of the Primary Servicer shall be under any liability to the Master Servicer for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation representations or warranty warranties made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 documentwhich, 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental unless such action relates to its respective duties under this Agreement or which, and which in its opinion may involve does not expose it in to any ultimate expenses expense or liabilityliability not recoverable from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefromtherefrom are reimbursable, and are reimbursed to the extent the same are expensesMaster Servicer, costs and liabilities of by the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liabilityliability or expense, incurred in connection with any claim, damagesloss, penalty, fine, foreclosure, judgment, liability 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 Agreement or the TrustCertificates, other than any loss, liability or expense: expense (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (iiincluding legal fees and expenses) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, or (iii) incurred in connection with a legal action or claim against such party resulting from any by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence in the performance of the Primary Servicer’s obligations duties hereunder or duties hereunder, or resulting from by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraph.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managers, directors, officers, employees or agents of the Primary Servicer shall be under any liability to the Master Servicer or any Serviced Pari Passu Companion Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation or warranty made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under this Agreement or which, in its opinion may involve it in any ultimate expenses or liability; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom, to the extent the same are expenses, costs and liabilities of the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability, claim, damages, penalty, fine, 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 or expense: (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, or (iii) incurred in connection with a legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence in the performance of the Primary Servicer’s obligations or duties hereunder, or resulting from negligent disregard of such obligations or duties. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraph.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managerspartners, directors, officers, shareholders, members, managers, employees or agents of the Primary Servicer shall be under any liability to the Master Servicer or the Serviced Companion Noteholders for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation representations or warranty warranties made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 documentwhich, 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental unless such action relates to its respective duties under this Agreement or which, and which in its opinion may involve does not expose it in to any ultimate expenses expense or liabilityliability not recoverable from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefromtherefrom are reimbursable, and are reimbursed to the extent the same are expensesMaster Servicer, costs and liabilities of by the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 6.04 of the Pooling and Servicing Agreement, the Primary Servicer Servicer, and any partner, director, officer, shareholder, member, manager, employee or agent of the Primary Servicer, shall be indemnified and held harmless by the Trust Fund against any lossclaims, liabilitylosses, claimpenalties, damagesfines, penaltyforfeitures, fine, or expense, including reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred (for the avoidance of doubt, including, without limitation, reasonable attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity, and of investigation, counsel fees, damages, judgments and amounts paid in connection with any actual or threatened legal action or claim settlement) relating to this Agreement, the Mortgage Loans, the Companion Loans, or the Certificates or the TrustVRR Interest, other than any loss, liability or expense: expense (including legal fees and expenses) (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, Servicer pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, ; or (iii) incurred in connection with a legal action or claim against such party resulting from any by the Primary Servicer by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence in the performance of the Primary Servicer’s obligations duties hereunder or duties hereunder, or resulting from by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the The Primary Servicer shall promptly notify cooperate with the Master Servicer and the Master Servicer shall make reasonable efforts to obtain such recovery from the determination for purposes of this paragraphTrust pursuant to the Pooling and Servicing Agreement.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the directors, members, managers, directors, officers, employees or agents of the Primary Servicer shall (the “Primary Servicer Parties”) will be under any liability to the Master Servicer for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person Parties against liability for any breach of representation warranties or warranty representations made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which that would otherwise be imposed on the Primary Servicer by reason of its willful misfeasancemisconduct, bad faith faith, fraud or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its duties hereunder or by reason of its negligent disregard of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent Affiliate of the Primary Servicer 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 documentkind, prima facie, is properly executed and submitted by any Person, or any employee or agent of any appropriate Person (including legal counsel as to opinions), respecting any matters arising hereunder. The Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental unless such action relates to its respective duties under this Agreement or which, and which in its opinion may involve does not expose it in to any ultimate expenses expense or liabilityliability for which it would not be reimbursed hereunder; provided, however, that the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefromtherefrom are reimbursable, and are reimbursed to the extent the same are expenses, costs and liabilities of the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and by the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demandTrust. To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer Parties shall be indemnified and held harmless by the Trust Fund Trust, against any loss, liability, Losses incurred by the Primary Servicer in connection with any claim, damagesloss, penalty, fine, foreclosure, judgment, liability 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 or expense: Losses (i) that are specifically required to be borne by the Primary Servicer, Servicer without right of reimbursement, reimbursement pursuant to the terms hereof; of this Agreement, (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made which constitutes an Advance by the Primary Servicer herein, that is otherwise reimbursable under this Agreement or (iii) that are incurred in connection with by reason of (A) a legal action breach of any representation or claim against such party resulting from any warranty by the Primary Servicer or (B) willful misfeasancemisconduct, bad faith faith, fraud or negligence of the Primary Servicer in the performance of the Primary Servicer’s obligations its duties under this Agreement or duties hereunder, or resulting from negligent disregard of its obligations and duties under this Agreement; provided, however, that the indemnification described in this sentence shall be strictly limited to any actual amount of indemnification received by the Master Servicer under the Pooling and Servicing Agreement as a result of pursuing the Trust on behalf of the Primary Servicer for such obligations or dutiesindemnification. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the The Primary Servicer shall promptly notify cooperate with the Master Servicer and the Master Servicer shall make reasonable efforts to obtain such recovery from the determination for purposes of this paragraphTrust pursuant to the Pooling and Servicing Agreement.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the officers, employees or Affiliates, agents, directors, members, managers, directors, officers, employees or agents representatives of the Primary Servicer shall be under any liability to the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation representations or warranty warranties made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 documentwhich, 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action that (whether in equity or at law), proceeding, hearing or examination that i) is not incidental to its respective duties under this Agreement or which, (ii) in its opinion may involve expose it in to any ultimate expenses expense or liabilityliability not recoverable from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties heretohereto and the interests of the Certificateholders in accordance with the Pooling and Servicing Agreement. In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefromtherefrom are reimbursable, and are reimbursed to the extent the same are expensesMaster Servicer, costs and liabilities of by the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liabilityliability or expense (including legal fees and expenses), incurred in connection with any claim, damagesloss, penalty, fine, foreclosure, judgment, liability 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 Agreement or the TrustCertificates, other than any loss, liability or expense: expense (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (iiincluding legal fees and expenses) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, or (iii) incurred in connection with a legal action or claim against such party resulting from any by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence in the performance of the Primary Servicer’s obligations duties hereunder or duties hereunder, or resulting from by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraph.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managers, directors, officers, employees or agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation or warranty made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under this Agreement or which, in its opinion may involve it in any ultimate expenses or liability; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom, to the extent the same are expenses, costs and liabilities of the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability, claim, damages, penalty, fine, 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 or expense: (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, or (iii) incurred in connection with a legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence in the performance of the Primary Servicer’s obligations or duties hereunder, or resulting from negligent disregard of such obligations or duties. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except (a) to the extent provided in Section 6.03 of the Pooling and Servicing Agreement and (b) through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liabilitythis Section 3.03, the Primary Servicer will be deemed not to have engaged in willful misfeasance misconduct 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraph.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managerspartners, directors, officers, shareholders, members, managers, employees or agents of the Primary Servicer shall be under any liability to the Master Servicer or the Serviced Companion Noteholders for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation representations or warranty warranties made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 documentwhich, 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental unless such action relates to its respective duties under this Agreement or which, and which in its opinion may involve does not expose it in to any ultimate expenses expense or liabilityliability not recoverable from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefromtherefrom are reimbursable, and are reimbursed to the extent the same are expensesMaster Servicer, costs and liabilities of by the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 6.04 of the Pooling and Servicing Agreement, the Primary Servicer Servicer, and any partner, director, officer, shareholder, member, manager, employee or agent of the Primary Servicer, shall be indemnified and held harmless by the Trust Fund against any lossclaims, liabilitylosses, claimpenalties, damagesfines, penaltyforfeitures, fine, or expense, including reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred (for the avoidance of doubt, including, without limitation, reasonable attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity, and of investigation, counsel fees, damages, judgments and amounts paid in connection with any actual or threatened legal action or claim settlement) relating to this Agreement, the Mortgage Loans, the Companion Loans, the Certificates or the TrustSOHO-RR Interest, other than any loss, liability or expense: expense (including legal fees and expenses) (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, Servicer pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, ; or (iii) incurred in connection with a legal action or claim against such party resulting from any by the Primary Servicer by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence in the performance of the Primary Servicer’s obligations duties hereunder or duties hereunder, or resulting from by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the The Primary Servicer shall promptly notify cooperate with the Master Servicer and the Master Servicer shall make reasonable efforts to obtain such recovery from the determination for purposes of this paragraphTrust pursuant to the Pooling and Servicing Agreement.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managers, directors, officers, employees or agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation or warranty made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under this Agreement or which, in its opinion may involve it in any ultimate expenses or liability; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom, to the extent the same are expenses, costs and liabilities of the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability, claim, damages, penalty, fine, 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 or expense: (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, or (iii) incurred in connection with a legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence in the performance of the Primary Servicer’s obligations or duties hereunder, or resulting from negligent disregard of such obligations or duties. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except (a) to the extent provided in Section 8.25 of the Pooling and Servicing Agreement and (b) through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liabilitythis Section 3.03, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Primary Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraph.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managers, directors, officers, employees or agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation or warranty made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under this Agreement or which, in its opinion may involve it in any ultimate expenses or liability; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties heretohereto and the interests of the Certificateholders in accordance with the Pooling and Servicing Agreement. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom, to the extent the same are expenses, costs and liabilities of the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability, claim, damages, penalty, fine, 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 or expense: (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, or (iii) incurred in connection with a legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence in the performance of the Primary Servicer’s obligations or duties hereunder, or resulting from negligent disregard of such obligations or duties. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraph.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managerspartners, directors, officers, shareholders, members, managers, employees or agents of the Primary Servicer shall be under any liability to the Master Servicer or the Serviced Companion Noteholders for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation representations or warranty warranties made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 documentwhich, 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental unless such action relates to its respective duties under this Agreement or which, and which in its opinion may involve does not expose it in to any ultimate expenses expense or liabilityliability not recoverable from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefromtherefrom are reimbursable, and are reimbursed to the extent the same are expensesMaster Servicer, costs and liabilities of by the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 6.04 of the Pooling and Servicing Agreement, the Primary Servicer Servicer, and any partner, director, officer, shareholder, member, manager, employee or agent of the Primary Servicer, shall be indemnified and held harmless by the Trust Fund against any lossclaims, liabilitylosses, claimpenalties, damagesfines, penaltyforfeitures, fine, or expense, including reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred (for the avoidance of doubt, including, without limitation, reasonable attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity, and of investigation, counsel fees, damages, judgments and amounts paid in connection with any actual or threatened legal action or claim settlement) relating to this Agreement, the Certificates Mortgage Loans, the Companion Loans, or the TrustCertificates, other than any loss, liability or expense: expense (including legal fees and expenses) (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, Servicer pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, ; or (iii) incurred in connection with a legal action or claim against such party resulting from any by the Primary Servicer by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence in the performance of the Primary Servicer’s obligations duties hereunder or duties hereunder, or resulting from by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the The Primary Servicer shall promptly notify cooperate with the Master Servicer and the Master Servicer shall make reasonable efforts to obtain such recovery from the determination for purposes of this paragraphTrust pursuant to the Pooling and Servicing Agreement.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managersofficers, directors, officers, affiliates employees or agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation representations or warranty warranties made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 documentwhich, 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental unless such action relates to its respective duties under this Agreement or which, and which in its opinion may involve does not expose it in to any ultimate expenses expense or liabilityliability not recoverable from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefromtherefrom are reimbursable, and are reimbursed to the extent the same are expensesMaster Servicer, costs and liabilities of by the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liabilityliability or expense, incurred in connection with any claim, damagesloss, penalty, fine, foreclosure, judgment, liability 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 Agreement or the TrustCertificates, other than any loss, liability or expense: expense (including legal fees and expenses) (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, or (iii) incurred in connection with a legal action or claim against such party resulting from any by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of the Primary Servicer’s obligations duties hereunder or duties hereunder, or resulting from by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the The Primary Servicer shall promptly notify cooperate with the Master Servicer and the Master Servicer shall make reasonable efforts to obtain such recovery from the determination for purposes of this paragraphTrust pursuant to the Pooling and Servicing Agreement.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the Affiliates, directors, members, managers, directors, officers, employees or agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person of its Affiliates, directors, members, managers, officers, employees or agents against liability to the Master Servicer for any breach of any representation or warranty made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence in the performance of its obligations or duties hereunder, hereunder or by reason of negligent disregard of such obligations and dutiesor duties hereunder. The Primary Servicer and any Affiliate, director, member, officer, employee or agent of the Primary Servicer 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 documentwhich, 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under this Agreement or which, which in its opinion may involve it in any ultimate expenses expense or liabilityliability not recoverable hereunder; provided, however, that the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and all costs of such action, proceeding, hearing or examination action and any liability loss, liability, penalty, fine, forfeiture, claim or judgment resulting therefrom, to the extent the same are expenses, costs and liabilities of Master Servicer may recover such amounts from the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of for which the Master Servicer will be liable and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability, claim, damages, penalty, fine, 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 or expense: (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, or (iii) incurred in connection with a legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence in the performance of the Primary Servicer’s obligations or duties hereunder, or resulting from negligent disregard of such obligations or duties. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraph.

Limitation on Liability of the Primary Servicer and Others. (a) Neither the Primary Servicer nor any of the members, managers, directors, officers, employees or agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreementfaith, or for errors in using reasonable business judgment, consistent with the Servicing Standard; provided, however, provided that this provision shall not protect the Primary Servicer or any such person against liability for any breach of a representation or warranty made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the its performance of its obligations or duties hereunder, under the Agreement or by reason of negligent disregard of such obligations and dutiesduties hereunder. The Primary Servicer and any director, officer, employee or agent of the Primary Servicer 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 facie properly executed and submitted by any Person, or any employee or agent of any Person (including legal counsel as to opinions)including, without limitation, the Special Servicer) respecting any matters arising hereunderhereunder or under the PSA. The Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that which is not incidental to its respective duties under to service the Mortgage Loans in accordance with this Agreement or which, in its opinion may involve it in any ultimate expenses or liabilityAgreement; provided, however, provided that the Primary Servicer may, with the consent of shall undertake any such action if instructed to do so by the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the all legal expenses and costs of such actionaction shall be paid by the Master Servicer as a Servicing Advance and subsequently reimbursed by the Trust pursuant to Section 4.6 of the PSA. (b) In addition, proceedingthe Primary Servicer shall have no liability with respect to, hearing or examination and any liability resulting therefrom, shall be entitled to conclusively rely on as to the extent the same are expenses, costs and liabilities truth of the Trust Fund pursuant statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Primary Servicer and conforming to the requirements of this Agreement and the PSA. Subject to the Servicing Standard, the Primary Servicer shall have the right to rely on information provided to it by the Special Servicer, any sub-servicer and Borrowers, and will have no duty to investigate or verify the accuracy thereof, but, for the avoidance of doubt, this statement shall not be construed to limit subsection (c). Neither the Primary Servicer, nor any director, officer, employee, agent or Affiliate, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Primary Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Primary Servicer nor any director, officer, employee, agent or Affiliate, shall be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement. (c) The Primary Servicer may enter into sub-servicing agreements with sub-servicers for the servicing and administration of the Mortgage Loans. Notwithstanding the provisions of this Agreement or any other provisions of any sub-servicing agreement, the Primary Servicer shall remain obligated and liable to the Master Servicer for servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement and the applicable provisions of the Pooling and Servicing AgreementAgreement to the same extent as if the Primary Servicer was alone servicing and administering the Mortgage Loans; provided, however, that any decision or recommendation involving the exercise of a Primary Servicer's discretion as a "lender" under any loan document with respect to a Mortgage Loan shall be expenses, costs exercised only by the Primary Servicer and liabilities may not be delegated to a sub-servicer. The Primary Servicer shall maintain and perform policies and procedures to monitor such subcontractors' performance of the Master services for which they are employed. Subject to the next sentence relating to Xxxxxxxx Xxxxxxxx Xxxxxx, XX, the Primary Servicer represents that each sub-servicer with which it has entered into a sub-servicing agreement as of or before the Closing Date does not, in light of the nature of the services performed and the terms and conditions of the subservicing agreement, constitute an entity for which a document described in Item 1122(a), 1122(b) or 1123 under Regulation AB could be required now or in the future and the Primary Servicer shall be entitled to be reimbursed therefor from not enter into a subservicing agreement, and the Master Servicer upon written demand. To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer same shall be indemnified and held harmless by the Trust Fund against true with respect to any loss, liability, claim, damages, penalty, fine, 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 or expense: (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made subservicer engaged by the Primary Servicer hereinafter the Closing Date. Notwithstanding the preceding sentence, or (iii) incurred in connection with a legal action or claim against such party resulting from any willful misfeasancerespect to Xxxxxxxx Fernoglio Xxxxxx, bad faith or negligence in the performance of the Primary Servicer’s obligations or duties hereunder, or resulting from negligent disregard of such obligations or duties. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of XX the Primary Servicer and limitation of liabilityrepresents that is has contractually obligated such subservicer, at all times during such entity's tenure as subservicer, to deliver (annually not later than the date when the Primary Servicer will be deemed is required to deliver analogous documents hereunder) the documents described in Items 1122(a), 1122(b) and 1123 under Regulation AB (even if 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraphactually then required under Regulation AB).

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managerspartners, directors, officers, shareholders, members, managers, employees or agents of the Primary Servicer shall be under any liability to the Master Servicer or the Serviced Companion Noteholders for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation representations or warranty warranties made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 documentwhich, 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental unless such action relates to its respective duties under this Agreement or which, and which in its opinion may involve does not expose it in to any ultimate expenses expense or liabilityliability not recoverable from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefromtherefrom are reimbursable, and are reimbursed to the extent the same are expensesMaster Servicer, costs and liabilities of by the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 6.04 of the Pooling and Servicing Agreement, the Primary Servicer Servicer, and any partner, director, officer, shareholder, member, manager, employee or agent of the Primary Servicer, shall be indemnified and held harmless by the Trust Fund against any lossclaims, liabilitylosses, claimpenalties, damagesfines, penaltyforfeitures, fine, or expense, including reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred (for the avoidance of doubt, including, without limitation, reasonable attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity, and of investigation, counsel fees, damages, judgments and amounts paid in connection with any actual or threatened legal action or claim settlement) relating to this Agreement, the Certificates Agreement or the TrustCertificates, other than any loss, liability or expense: expense (including legal fees and expenses) (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, Servicer pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, ; or (iii) incurred in connection with a legal action or claim against such party resulting from any by the Primary Servicer by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence in the performance of the Primary Servicer’s obligations duties hereunder or duties hereunder, or resulting from by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the The Primary Servicer shall promptly notify cooperate with the Master Servicer and the Master Servicer shall make reasonable efforts to obtain such recovery from the determination for purposes of this paragraphTrust pursuant to the Pooling and Servicing Agreement.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the membersAffiliates, managerspartners, directors, officers, shareholders, members, managers, employees or agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person Person against liability for any breach of representation any representation, warranty or warranty covenant made herein, or failure to perform its obligations in compliance with the Servicing Standard, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and dutiesor duties hereunder. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 documentwhich, prima facie, is properly executed and submitted by any Person, or any employee or agent of any appropriate Person (including legal counsel as to opinions), respecting any matters arising hereunder. The Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under this Agreement or which, in its opinion may involve it in any ultimate expenses or liabilityliability for which it would not be reimbursed hereunder; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom, to the extent the same are expenses, costs and liabilities of the Trust Fund pursuant to the Pooling and Servicing Agreement, therefrom shall be expenses, costs and liabilities of the Master Servicer and for which the Primary Servicer shall be entitled to be reimbursed therefor from to the extent the Master Servicer upon written demandis reimbursed therefor by the Trust. To If and only to the extent provided in pursuant to Section 6.03 6.04 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any lossand all claims, liabilitylosses, claimpenalties, damagesfines, penaltyforfeitures, fine, or expense, including reasonable legal fees and related costs, judgments, and another costs, liabilities, fees and expenses incurred in connection with any actual or threatened legal or administrative action (whether in equity or at law) or claim relating to this Agreement, the Certificates Mortgage Loan or the TrustCertificates, other than any loss, liability or expense: (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, or (iii) incurred in connection with a legal action or claim against such party resulting from any by reason of the Primary Servicer’s bad faith, willful misfeasance, bad faith misconduct or negligence in the performance of the Primary Servicer’s its obligations or duties hereunder, or resulting from by reason of negligent disregard of such obligations or duties. The Primary Servicer shall not have any direct rights of indemnification that may be satisfied out of assets of the Trust Fund except Trust, but will be entitled to the indemnification described above only through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from indemnified by the Trust Fund under for such amounts pursuant to the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraph.

Limitation on Liability of the Primary Servicer and Others. (a) Neither the Primary Servicer nor any of the members, managers, directors, officers, employees or agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreementfaith, or for errors in using reasonable business judgment, consistent with the Servicing Standard; provided, however, provided that this provision shall not protect the Primary Servicer or any such person against liability for any breach of a representation or warranty made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the its performance of its obligations or duties hereunder, under the Agreement or by reason of negligent disregard of such obligations and dutiesduties hereunder. The Primary Servicer and any director, officer, employee or agent of the Primary Servicer 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 facie properly executed and submitted by any Person, or any employee or agent of any Person (including legal counsel as to opinions)including, without limitation, the Special Servicer) respecting any matters arising hereunderhereunder or under the PSA. The Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that which is not incidental to its respective duties under to service the Mortgage Loans in accordance with this Agreement or which, in its opinion may involve it in any ultimate expenses or liabilityAgreement; provided, however, provided that the Primary Servicer may, with the consent of shall undertake any such action if instructed to do so by the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the all legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom, to the extent the same are expenses, costs and liabilities of the Trust Fund pursuant to the Pooling and Servicing Agreement, action shall be expenses, costs and liabilities of paid by the Master Servicer and as a Servicing Advance or otherwise in the manner provided in the PSA. (b) In addition, the Primary Servicer shall have no liability with respect to, and shall be entitled to conclusively rely on as to the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Primary Servicer and conforming to the requirements of this Agreement and the PSA. Subject to the Servicing Standard, the Primary Servicer shall have the right to rely on information provided to it by the Special Servicer, any sub-servicer and Borrowers, and will have no duty to investigate or verify the accuracy thereof, but, for the avoidance of doubt, this statement shall not be reimbursed therefor from construed to limit subsection (c). Neither the Primary Servicer, nor any director, officer, employee, agent or Affiliate, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Primary Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Primary Servicer nor any director, officer, employee, agent or Affiliate, shall be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement. (c) The Primary Servicer may enter into sub-servicing agreements with sub-servicers for the servicing and administration of the Mortgage Loans. Notwithstanding the provisions of this Agreement or any other provisions of any sub-servicing agreement, the Primary Servicer shall remain obligated and liable to the Master Servicer upon written demand. To for servicing and administering of the extent provided Mortgage Loans in Section 6.03 accordance with the provisions of this Agreement and the applicable provisions of the Pooling and Servicing Agreement, Agreement to the same extent as if the Primary Servicer was alone servicing and administering the Mortgage Loans; provided, however, that any decision or recommendation involving the exercise of a Primary Servicer’s discretion as a “lender” under any loan document with respect to a Mortgage Loan shall be indemnified and held harmless by the Trust Fund against any loss, liability, claim, damages, penalty, fine, 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 or expense: (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made exercised only by the Primary Servicer herein, or (iii) incurred in connection with and may not be delegated to a legal action or claim against sub servicer. The Primary Servicer shall maintain and perform policies and procedures to monitor such party resulting from any willful misfeasance, bad faith or negligence in the subcontractors’ performance of the services for which they are employed. The Primary Servicer represents and agrees that, with respect to each sub-servicer with which the Primary Servicer has entered into a sub-servicing agreement as of or before the Closing Date, one of the following statements is true: (A) such sub-servicer does not, in light of the nature of the services performed and the terms and conditions of the sub-servicing agreement, constitute an entity for which a document described in Item 1122(a), 1122(b) or 1123 under Regulation AB could be required now or in the future; (B) the Primary Servicer has contractually obligated such sub-servicer, at all times during such entity’s tenure as sub-servicer, to deliver (annually not later than the date when the Primary Servicer is required to deliver analogous documents hereunder) to the Master Servicer’s obligations or duties hereunder, or resulting to the Primary Servicer (which shall cause same to be delivered to the Master Servicer), the documents described in Items 1122(a), 1122(b) and 1123 under Regulation AB (even if not actually then required under Regulation AB); or (C) such sub-servicer is initially an entity described in clause (A), but the terms of the related sub-servicing agreement provide for a subsequent increase in such sub-servicer’s sub-servicing rights and duties that would cause such entity no longer to be an entity described in clause (A) above, but, from negligent disregard and after the date when this occurs, such sub-servicer will be an entity described in clause (B) above under the terms of such obligations or dutiessub-servicing agreement. The Primary Servicer shall not have any rights enter into or amend a sub-servicing agreement after the Closing Date, unless the statement made in clause (A), clause (B) or clause (C) would be true upon the execution of indemnification out such sub-servicing agreement or amendment. Following reasonable request of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer provide a current list of sub-servicers who are described by clause (A), clause (B) and the Master Servicer shall make the determination for purposes of this paragraphclause (C).

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managersAffiliates, directors, officers, employees employees, members, managers or agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this AgreementAgreement or using reasonable business judgment, or for errors in judgmentconsistent with the Servicing Standard; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability to the Master Servicer for any breach of a representation or warranty made contained herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the its performance of its obligations or duties hereunder, under this Agreement or by reason of negligent disregard of such obligations and dutiesduties hereunder. The Primary Servicer and any Affiliate, director, officer, employee employee, member, manager or agent of the Primary Servicer 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 documentappears, prima facie, is to be 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that which is not incidental to its respective duties under to service the Mortgage Loans in accordance with this Agreement or which, in its opinion may involve it in any ultimate expenses or liabilityAgreement; provided, however, that the Primary Servicer may, with the consent of notice to the Master Servicer, undertake any such action, proceeding, hearing or examination that action (subject to Section 9.34 in the Pooling and Servicing Agreement) which it may reasonably deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action, proceeding, hearing or examination action and any liability resulting therefrom, to the extent the same are expenses, costs and liabilities of the Trust Fund pursuant to the Pooling and Servicing Agreement, therefrom shall be expenses, costs and liabilities of for which the Master Servicer shall pay as a Servicing Advance and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability, claim, damages, penalty, fine, 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 or expense: (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, or (iii) incurred in connection with a legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence in the performance of the Primary Servicer’s obligations or duties hereunder, or resulting from negligent disregard of such obligations or duties. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraph.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managers, directors, officers, employees or affiliates, agents of the Primary Servicer shall be under any liability to the Master Servicer or the Serviced Companion Noteholder for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation representations or warranty warranties made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 documentwhich, 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental unless such action relates to its respective duties under this Agreement or which, and which in its opinion may involve does not expose it in to any ultimate expenses expense or liabilityliability not recoverable from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefromtherefrom are reimbursable, and are reimbursed to the extent the same are expensesMaster Servicer, costs and liabilities of by the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liabilityliability or expense, incurred in connection with any claim, damagesloss, penalty, fine, foreclosure, judgment, liability 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 Agreement or the TrustCertificates, other than any loss, liability or expense: expense (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (iiincluding legal fees and expenses) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, or (iii) incurred in connection with a legal action or claim against such party resulting from any by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence in the performance of the Primary Servicer’s obligations duties hereunder or duties hereunder, or resulting from by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraph.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managers, directors, officers, employees or affiliates, agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation representations or warranty warranties made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 documentwhich, 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental unless such action relates to its respective duties under this Agreement or which, and which in its opinion may involve does not expose it in to any ultimate expenses expense or liabilityliability not recoverable from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefromtherefrom are reimburseable, and are reimbursed to the extent the same are expensesMaster Servicer, costs and liabilities of by the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liabilityliability or expense, incurred in connection with any claim, damagesloss, penalty, fine, foreclosure, judgment, liability 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 Agreement or the TrustCertificates, other than any loss, liability or expense: expense (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (iiincluding legal fees and expenses) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, or (iii) incurred in connection with a legal action or claim against such party resulting from any by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence in the performance of the Primary Servicer’s obligations duties hereunder or duties hereunder, or resulting from by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraph.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managersofficers, directors, officers, affiliates employees or agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation representations or warranty warranties made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 documentwhich, 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental unless such action relates to its respective duties under this Agreement or which, and which in its opinion may involve does not expose it in to any ultimate expenses expense or liabilityliability not recoverable from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefromtherefrom are reimburseable, and are reimbursed to the extent the same are expensesMaster Servicer, costs and liabilities of by the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liabilityliability or expense, incurred in connection with any claim, damagesloss, penalty, fine, foreclosure, judgment, liability 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 Agreement or the TrustCertificates, other than any loss, liability or expense: expense (including legal fees and expenses) (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, or (iii) incurred in connection with a legal action or claim against such party resulting from any by reason of willful misfeasancemisconduct, bad faith faith, fraud or negligence in the performance of the Primary Servicer’s obligations duties hereunder or duties hereunder, or resulting from by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the The Primary Servicer shall promptly notify cooperate with the Master Servicer and the Master Servicer shall make reasonable efforts to obtain such recovery from the determination for purposes of this paragraphTrust pursuant to the Pooling and Servicing Agreement.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managersAffiliates, directors, officers, employees employees, members, managers or agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this AgreementAgreement or using reasonable business judgment, or for errors in judgmentconsistent with the Servicing Standard; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability to the Master Servicer for any breach of a representation or warranty made contained herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the its performance of its obligations or duties hereunder, under this Agreement or by reason of negligent disregard of such obligations and dutiesduties hereunder. The Primary Servicer and any Affiliate, director, officer, employee employee, member, manager or agent of the Primary Servicer 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 documentappears, prima facie, is to be 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that which is not incidental to its respective duties under to service the Mortgage Loans in accordance with this Agreement or which, in its opinion may involve it in any ultimate expenses or liabilityAgreement; provided, however, that the Primary Servicer may, with the consent of notice to the Master Servicer, undertake any such action, proceeding, hearing or examination that action which it may reasonably deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action, proceeding, hearing or examination action and any liability resulting therefrom, to the extent the same are expenses, costs and liabilities of the Trust Fund pursuant to the Pooling and Servicing Agreement, therefrom shall be expenses, costs and liabilities of for which the Master Servicer shall pay as a Servicing Advance and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability, claim, damages, penalty, fine, 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 or expense: (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, or (iii) incurred in connection with a legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence in the performance of the Primary Servicer’s obligations or duties hereunder, or resulting from negligent disregard of such obligations or duties. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraph.

Limitation on Liability of the Primary Servicer and Others. (a) Neither the Primary Servicer nor any of the members, managers, directors, officers, employees or agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreementfaith, or for errors in using reasonable business judgment, consistent with the Servicing Standard; provided, however, provided that this provision shall not protect the Primary Servicer or any such person against liability for any breach of a representation or warranty made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the its performance of its obligations or duties hereunder, under the Agreement or by reason of negligent disregard of such obligations and dutiesduties hereunder. The Primary Servicer and any director, officer, employee or agent of the Primary Servicer 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 facie properly executed and submitted by any Person, or any employee or agent of any Person (including legal counsel as to opinions)including, without limitation, the Special Servicer) respecting any matters arising hereunderhereunder or under the PSA. The Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that which is not incidental to its respective duties under to service the Mortgage Loans in accordance with this Agreement or which, in its opinion may involve it in any ultimate expenses or liabilityAgreement; provided, however, provided that the Primary Servicer may, with the consent of shall undertake any such action if instructed to do so by the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the all legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom, to the extent the same are expenses, costs and liabilities of the Trust Fund pursuant to the Pooling and Servicing Agreement, action shall be expenses, costs and liabilities of paid by the Master Servicer and as a Servicing Advance or otherwise in the manner provided in the PSA. (b) In addition, the Primary Servicer shall have no liability with respect to, and shall be entitled to conclusively rely on as to the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Primary Servicer and conforming to the requirements of this Agreement and the PSA. Subject to the Servicing Standard, the Primary Servicer shall have the right to rely on information provided to it by the Special Servicer, any sub-servicer and Mortgagors, and will have no duty to investigate or verify the accuracy thereof, but, for the avoidance of doubt, this statement shall not be reimbursed therefor from construed to limit subsection (c). Neither the Primary Servicer, nor any director, officer, employee, agent or Affiliate, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Primary Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Primary Servicer nor any director, officer, employee, agent or Affiliate, shall be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement. (c) The Primary Servicer may enter into sub-servicing agreements with sub-servicers for the servicing and administration of the Mortgage Loans. Notwithstanding the provisions of this Agreement or any other provisions of any sub-servicing agreement, the Primary Servicer shall remain obligated and liable to the Master Servicer upon written demand. To for servicing and administering of the extent provided Mortgage Loans in Section 6.03 accordance with the provisions of this Agreement and the applicable provisions of the Pooling and Servicing AgreementAgreement to the same extent as if the Primary Servicer was alone servicing and administering the Mortgage Loans; provided, however, that any decision or recommendation involving the exercise of a Primary Servicer's discretion as a "lender" under any loan document with respect to a Mortgage Loan shall be exercised only by the Primary Servicer and may not be delegated to a sub servicer provided, further, however, that the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability, claim, damages, penalty, fine, or expense, including reasonable legal fees and expenses incurred in connection not enter into a sub-servicing agreement with any actual or threatened legal action or claim relating party that is a Prohibited Party. The Primary Servicer shall maintain and perform policies and procedures to this Agreementmonitor such subcontractors' performance of the services for which they are employed. The Primary Servicer represents and agrees that, the Certificates or the Trust, other than any loss, liability or expense: (i) specifically required with respect to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection each sub-servicer with a legal action or claim against such party resulting from any breach of a representation or warranty made by which the Primary Servicer hereinhas entered into a sub-servicing agreement as of or before the Closing Date, one of the following statements is true: (A) such sub-servicer does not, in light of the nature of the services performed and the terms and conditions of the sub-servicing agreement, constitute an entity for which a document described in Item 1122(a), 1122(b) or 1123 under Regulation AB could be required now or in the future; (B) the Primary Servicer has contractually obligated such sub-servicer, at all times during such entity's tenure as sub-servicer, to deliver (annually not later than the date when the Primary Servicer is required to deliver analogous documents hereunder) to the Master Servicer, or to the Primary Servicer (iiiwhich shall cause same to be delivered to the Master Servicer), the documents described in Items 1122(a), 1122(b) incurred and 1123 under Regulation AB (even if not actually then required under Regulation AB); or (C) such sub-servicer is initially an entity described in connection with a legal action or claim against such party resulting from any willful misfeasanceclause (A), bad faith or negligence in but the performance terms of the Primary Servicer’s obligations or related sub-servicing agreement provide for a subsequent increase in such sub-servicer's sub-servicing rights and duties hereunderthat would cause such entity no longer to be an entity described in clause (A) above, or resulting but, from negligent disregard and after the date when this occurs, such sub-servicer will be an entity described in clause (B) above under the terms of such obligations or dutiessub-servicing agreement. The Primary Servicer shall not have any rights enter into or amend a sub-servicing agreement after the Closing Date, unless the statement made in clause (A), clause (B) or clause (C) would be true upon the execution of indemnification out such sub-servicing agreement or amendment. Following reasonable request of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer provide a current list of sub-servicers who are described by clause (A), clause (B) and the Master Servicer shall make the determination for purposes of this paragraphclause (C).

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managers, directors, officers, employees or affiliates, agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation representations or warranty warranties made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 documentwhich, 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental unless such action relates to its respective duties under this Agreement or which, and which in its opinion may involve does not expose it in to any ultimate expenses expense or liabilityliability not recoverable from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefromtherefrom are reimbursable, and are reimbursed to the extent the same are expensesMaster Servicer, costs and liabilities of by the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 6.04 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any lossand all claims, liabilitylosses, claimpenalties, damagesfines, penaltyforfeitures, fine, or expense, including reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (including, without limitation, costs and expenses of litigation and of enforcement of this indemnity, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) incurred in connection with any actual or threatened legal or administrative action (whether in equity or at law) or claim relating to this Agreement, the Certificates Mortgage Loans, the Companion Loans or the TrustCertificates, other than any loss, liability or expense: (i) specifically required to be borne by the Primary Servicer, Servicer without right of reimbursement, reimbursement pursuant to the terms hereof; of the Primary Servicing Agreement or (ii) incurred in connection with by reason of (A) a legal action or claim against such party resulting from any breach of a any representation or warranty made by the Primary Servicer hereinor (B) willful misconduct, bad faith, or (iii) incurred in connection with a legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence of Primary Servicer in the performance of duties under the KeyBank Primary Servicer’s obligations Servicing Agreement or duties hereunder, or resulting from negligent disregard of such obligations or dutiesand duties under the Primary Servicing Agreement. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraph.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managersofficers, directors, officers, affiliates employees or agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation representations or warranty warranties made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 documentwhich, 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental unless such action relates to its respective duties under this Agreement or which, and which in its opinion may involve does not expose it in to any ultimate expenses expense or liabilityliability not recoverable from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefromtherefrom are reimbursable, and are reimbursed to the extent the same are expensesMaster Servicer, costs and liabilities of by the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon 21 written demand. To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liabilityliability or expense, incurred in connection with any claim, damagesloss, penalty, fine, foreclosure, judgment, liability 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 Agreement or the TrustCertificates, other than any loss, liability or expense: expense (including legal fees and expenses) (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, or (iii) incurred in connection with a legal action or claim against such party resulting from any by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of the Primary Servicer’s obligations duties hereunder or duties hereunder, or resulting from by reason of negligent disregard of such obligations or dutiesand duties hereunder. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the The Primary Servicer shall promptly notify cooperate with the Master Servicer and the Master Servicer shall make reasonable efforts to obtain such recovery from the determination for purposes of this paragraphTrust pursuant to the Pooling and Servicing Agreement.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managers, directors, officers, employees or agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation or warranty made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under this Agreement or which, in its opinion may involve it in any ultimate expenses or liability; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom, to the extent the same are expenses, costs and liabilities of the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability, claim, damages, penalty, fine, liability 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 or expense: (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, or (iii) incurred in connection with a legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence in the performance of the Primary Servicer’s obligations or duties hereunder, or resulting from negligent disregard of such obligations or duties. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraph.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managers, directors, officers, employees or affiliates, agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation representations or warranty warranties made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 documentwhich, 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental unless such action relates to its respective duties under this Agreement or which, and which in its opinion may involve does not expose it in to any ultimate expenses expense or liabilityliability not recoverable from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefromtherefrom are reimbursable, and are reimbursed to the extent the same are expensesMaster Servicer, costs and liabilities of by the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 6.04 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liabilityliability or expense, incurred in connection with any claim, damagesloss, penalty, fine, foreclosure, judgment, liability 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 Agreement or the TrustCertificates, other than any loss, liability or expense: expense (iincluding legal fees and expenses) incurred by the Primary Servicer that are specifically required to be borne by the Primary Servicer, Servicer without right of reimbursement, reimbursement pursuant to the terms hereof; of the Primary Servicing Agreement or (ii) that are incurred in connection with by reason of (A) a legal action or claim against such party resulting from any breach of a any representation or warranty made by the Primary Servicer hereinor (B) willful misconduct, bad faith, or (iii) incurred in connection with a legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence of Primary Servicer in the performance of duties under the Primary Servicer’s obligations this Agreement or duties hereunder, or resulting from negligent disregard of such obligations or dutiesand duties under the Primary Servicing Agreement. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraph.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managers, directors, officers, employees or agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation or warranty made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under this Agreement or which, in its opinion may involve it in any ultimate expenses or liability; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom, to the extent the same are expenses, costs and liabilities of the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability, claim, damages, penalty, fine, liability 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 or expense: (i) specifically required to be borne by the Primary Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Primary Servicer herein, or (iii) incurred in connection with a legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence in the performance of the Primary Servicer’s obligations or duties hereunder, or resulting from negligent disregard of such obligations or duties. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraph.

Limitation on Liability of the Primary Servicer and Others. Neither the Primary Servicer nor any of the members, managers, directors, officers, employees or affiliates, agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against liability for any breach of representation representations or warranty warranties made herein, or against any expense or liability specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer 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 documentwhich, 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 Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental unless such action relates to its respective duties under this Agreement or which, and which in its opinion may involve does not expose it in to any ultimate expenses expense or liabilityliability not recoverable from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefromtherefrom are reimbursable, and are reimbursed to the extent the same are expensesMaster Servicer, costs and liabilities of by the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities of the Master Servicer and the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 6.04 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any lossand all claims, liabilitylosses, claimpenalties, damagesfines, penaltyforfeitures, fine, or expense, including reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (including, without limitation, costs and expenses of litigation and of enforcement of this indemnity, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) incurred in connection with any actual or threatened legal or administrative action (whether in equity or at law) or claim relating to this Agreement, the Certificates Mortgage Loans, the Companion Loans or the TrustCertificates, other than any loss, liability or expense: (i) specifically required to be borne by the Primary Servicer, Servicer without right of reimbursement, reimbursement pursuant to the terms hereof; of this Agreement or (ii) incurred in connection with by reason of (A) a legal action or claim against such party resulting from any breach of a any representation or warranty made by the Primary Servicer hereinor (B) willful misconduct, bad faith, or (iii) incurred in connection with a legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence of Primary Servicer in the performance of the Primary Servicer’s obligations duties under this Agreement or duties hereunder, or resulting from negligent disregard of such obligations or dutiesand duties under this Agreement. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. For the purposes of indemnification of the Primary Servicer and limitation of liability, the Primary 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 the Primary Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Primary Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Primary Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for purposes of this paragraph.