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

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or the holder of any Serviced Companion Loan for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunder. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion of counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; and (iii) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ fees incurred in connection with any legal action relating to the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s duties hereunder or by reason of negligent disregard of the Special Servicer’s obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator or the Custodian shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator or the Custodian is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal or resignation of the Special Servicer. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or Note, the holder of any Serviced Companion Mortgage Loan or the Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Mortgage Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. (b) In addition. Notwithstanding any term in this Agreement, the Special Servicer shall have no not be relieved from liability with respect to, and shall be or entitled to conclusively rely on as to indemnification from, the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable Trust for any action taken, suffered or omitted taken 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunder. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion of counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; and (iii) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ fees incurred in connection with any legal action relating to the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s duties hereunder or by reason of negligent disregard of the Special Servicer’s obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator or the Custodian shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator or the Custodian is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal or resignation of the Special Servicer. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from Operating Adviser which is in conflict with the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligenceServicing Standard.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or Note, the holder of any Serviced Companion Mortgage Loan or the Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Mortgage Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, the Fiscal Agent or the Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the CustodianFiscal Agent, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Master Servicer’s's, the Trustee’s's, the Certificate Administrator’s Paying Agent's or the Custodian’sFiscal Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the Custodian, Fiscal Agent if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Fiscal Agent or the CustodianPaying Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s's, the Trustee’s's, the Certificate Administrator’s Fiscal Agent's or the Custodian’sPaying Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate AdministratorPaying Agent, the Custodian Fiscal Agent or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was madepaid, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate AdministratorPaying Agent, the Custodian Fiscal Agent or the Master Servicer, as the case may be, was (x) not culpable or such indemnifying party was (y) found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreementthe Depositor, the Trustee, the Certificate Administrator, the Underwriters, the Initial Purchasers, the holder of any B Note or Note, the holder of any Serviced Companion Loan or the Master Servicer for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunder. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, or the Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion of counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; and (iii) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, Trustee and the Certificate Administrator and the CustodianAdministrator, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ fees incurred in connection with any legal action relating to the Master Servicer’s, the Trustee’s, ’s or the Certificate Administrator’s or the Custodian’s, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s duties hereunder or by reason of negligent disregard of the Special Servicer’s obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, Trustee and the Certificate Administrator and the CustodianAdministrator, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, Trustee or the Certificate Administrator or the CustodianAdministrator, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, Trustee or the Certificate Administrator or the Custodian shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, Trustee or the Certificate Administrator or the Custodian is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal or resignation of the Special Servicer. Any payment hereunder made by the Master Servicer, the Trustee, Trustee or the Certificate Administrator or the CustodianAdministrator, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s, the Trustee’s, ’s or the Certificate Administrator’s or the Custodian’s, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian Administrator or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was madepaid, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian Administrator or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or the holder of any Serviced Companion Loan for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunder. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion of counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; and (iii) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ fees incurred in connection with any legal action relating to the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s duties hereunder or by reason of negligent disregard of the Special Servicer’s obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator or the Custodian shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator or the Custodian is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal or resignation of the Special Servicer. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.Special

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or the holder of any Serviced Companion Loan for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer) respecting any matters arising hereunder. The Except as specifically provided in Section 9.34, the Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunder. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion of counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; and (iii) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ fees incurred in connection with any legal action relating to the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s duties hereunder or by reason of negligent disregard of the Special Servicer’s obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator or the Custodian shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator or the Custodian is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal or resignation of the Special Servicer. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the partners, representatives, Affiliates, members, managers, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or the holder of any Serviced Companion Loan or the Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment, consistent with the Servicing Standard; provided that this provision shall not protect the Special Servicer or any such person Person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the TrustTrust and if such expenses and costs relate to the Serviced Companion Loan, the holder of the Serviced Companion Loan, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from the requirement that it act in accordance with the Servicing Standard by virtue of taking any action at the direction of the Operating Adviser and shall not be relieved from liability otherwise imposed on the Special Servicer pursuant to Section 6.3 of this Agreement. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, the Trustee or the Fiscal Agent in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably (in paper or electronic format) believed or in good faith believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper (in paper or electronic format) reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the CustodianFiscal Agent, as the case may be, and held harmless against any lossand all claims, liability or expense including reasonable attorneys’ losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal action or claim relating to the Master Servicer’s's, the Trustee’s's, the Certificate Administrator’s Paying Agent's or the Custodian’sFiscal Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator and Paying Agent, the CustodianFiscal Agent and, if applicable, the holder of the Serviced Companion Loan, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator Paying Agent or the CustodianFiscal Agent, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator Paying Agent or the Custodian Fiscal Agent, shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator Paying Agent or the Custodian Fiscal Agent is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Paying Agent or the CustodianFiscal Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s's, the Trustee’s's, the Certificate Administrator’s Paying Agent's or the Custodian’sFiscal Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate AdministratorPaying Agent, the Custodian Fiscal Agent or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate AdministratorPaying Agent, the Custodian Fiscal Agent or the Master Servicer, as the case may be, was not culpable of willful misfeasance, bad faith or such indemnifying negligence in the performance of its respective duties hereunder or of negligent disregard of its respective duties hereunder or the indemnified party was is found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the any Special Servicer nor any of the partners, representatives, Affiliates, members, managers, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, holders of the Initial Purchasers, the holder of any B Note Serviced Companion Loans or the holder of any Serviced Companion Loan Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment, consistent with the Servicing Standard; provided that this provision shall not protect the Special Servicer or any such person Person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the applicable Master Servicer or any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the applicable Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder holders of any B Note, the holder of any Serviced Companion Loan Loans and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from the requirement that it act in accordance with the Servicing Standard by virtue of taking any action at the direction of the Operating Adviser and shall not be relieved from liability otherwise imposed on the Special Servicer pursuant to Section 6.3 of this Agreement. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither of the Special Servicer, nor any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the applicable Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the applicable Master Servicer or the Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably (in paper or electronic format) believed or in good faith believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper (in paper or electronic format) reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the applicable Master Servicer, the Trustee, the Certificate Administrator Trustee and the CustodianPaying Agent, as the case may be, and held harmless against any lossand all claims, liability or expense including reasonable attorneys’ losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal action or claim relating to the applicable Master Servicer’s's, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sPaying Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the applicable Master Servicer, the Trustee, the Certificate Administrator Trustee and the CustodianPaying Agent, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the applicable Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the applicable Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent, shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the applicable Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the applicable Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the applicable Master Servicer’s's, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sPaying Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian Paying Agent or the applicable Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian Paying Agent or the applicable Master Servicer, as the case may be, was not culpable of willful misfeasance, bad faith or such indemnifying negligence in the performance of its respective duties hereunder or of negligent disregard of its respective duties hereunder or the indemnified party was is found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, holders of the Underwriters, the Initial Purchasers, the holder of any B Note Companion Loans or the holder of any Serviced Companion Loan Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder holders of any B Note, the holder of any Serviced Companion Loan Loans and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment judgement made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, the Fiscal Agent or Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the CustodianFiscal Agent, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Master Servicer’s's, the Trustee’s's, the Certificate Administrator’s Paying Agent's or the Custodian’sFiscal Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the Custodian, Fiscal Agent if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Fiscal Agent or the CustodianPaying Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s's, the Trustee’s's, the Certificate Administrator’s Fiscal Agent's or the Custodian’sPaying Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or the holder of any Serviced Companion Loan for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunder. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion of counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; and (iii) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ fees incurred in connection with any legal action relating to the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s duties hereunder or by reason of negligent disregard of the Special Servicer’s obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator or the Custodian shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator or the Custodian is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal or resignation of the Special Servicer. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was madepaid, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or the holder of any Serviced Companion Loan Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan Note and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, the Fiscal Agent or Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the CustodianFiscal Agent, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Master Servicer’s's, the Trustee’s's, the Certificate Administrator’s Paying Agent's or the Custodian’sFiscal Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the Custodian, Fiscal Agent if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Fiscal Agent or the CustodianPaying Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s's, the Trustee’s's, the Certificate Administrator’s Fiscal Agent's or the Custodian’sPaying Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate AdministratorPaying Agent, the Custodian Fiscal Agent or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was madepaid, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate AdministratorPaying Agent, the Custodian Fiscal Agent or the Master Servicer, as the case may be, was (x) not culpable or such indemnifying party was (y) found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or Note, the holder of any Serviced the WestShore Plaza Companion Loan or the Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced the WestShore Plaza Companion Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, the Fiscal Agent or the Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the CustodianFiscal Agent, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Master Servicer’s's, the Trustee’s's, the Certificate Administrator’s Paying Agent's or the Custodian’sFiscal Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the Custodian, Fiscal Agent if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Fiscal Agent or the CustodianPaying Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s's, the Trustee’s's, the Certificate Administrator’s Fiscal Agent's or the Custodian’sPaying Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate AdministratorPaying Agent, the Custodian Fiscal Agent or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was madepaid, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate AdministratorPaying Agent, the Custodian Fiscal Agent or the Master Servicer, as the case may be, was (x) not culpable or such indemnifying party was (y) found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the partners, representatives, Affiliates, members, managers, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or Note, the holder of any Serviced Companion Mortgage Loan or the Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment, consistent with the Servicing Standard; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Mortgage Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. (b) In addition. Notwithstanding any term in this Agreement, the Special Servicer shall have no not be relieved from liability with respect to, and shall be or entitled to conclusively rely on as to indemnification from, the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable Trust for any action taken, suffered or omitted taken 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunder. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion of counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; and (iii) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ fees incurred in connection with any legal action relating to the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s duties hereunder or by reason of negligent disregard of the Special Servicer’s obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator or the Custodian shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator or the Custodian is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal or resignation of the Special Servicer. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from Operating Adviser which is in conflict with the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligenceServicing Standard.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or Note, the holder of any Serviced Companion Mortgage Loan or the Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Servicer Report Administrator or any Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Servicer Report Administrator or any Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Mortgage Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. (b) In addition. Notwithstanding any term in this Agreement, the Special Servicer shall have no not be relieved from liability with respect to, and shall be or entitled to conclusively rely on as to indemnification from, the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable Trust for any action taken, suffered or omitted taken 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunder. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion of counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; and (iii) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ fees incurred in connection with any legal action relating to the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s duties hereunder or by reason of negligent disregard of the Special Servicer’s obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator or the Custodian shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator or the Custodian is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal or resignation of the Special Servicer. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from Operating Adviser which is in conflict with the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligenceServicing Standard.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or the holder of any Serviced Companion Loan for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunder. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion of counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; and (iii) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, Trustee and the Certificate Administrator and the CustodianAdministrator, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ fees incurred in connection with any legal action relating to the Master Servicer’s, the Trustee’s, ’s or the Certificate Administrator’s or the Custodian’s, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s duties hereunder or by reason of negligent disregard of the Special Servicer’s obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, Trustee and the Certificate Administrator and the CustodianAdministrator, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, Trustee or the Certificate Administrator or the CustodianAdministrator, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, Trustee or the Certificate Administrator or the Custodian shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, Trustee or the Certificate Administrator or the Custodian is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal or resignation of the Special Servicer. Any payment hereunder made by the Master Servicer, the Trustee, Trustee or the Certificate Administrator or the CustodianAdministrator, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s, the Trustee’s, ’s or the Certificate Administrator’s or the Custodian’s, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian Administrator or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was madepaid, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian Administrator or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or the holder of any Serviced Companion Loan for any action taken or for refraining from the taking of any action in good faith and using reasonable business for errors in judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental unless such action relates to its duties under this Agreement and which in its opinion does not expose it to service the Specially Serviced Mortgage Loans in accordance with this Agreementany expense or liability for which reimbursement is not reasonably assured; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunder. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion of counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; and (iii) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ fees incurred in connection with any legal action relating to the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s duties hereunder or by reason of negligent disregard of the Special Servicer’s obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator or the Custodian shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator or the Custodian is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal or resignation of the Special Servicer. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was madepaid, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, the holder of any other party to this Agreement, the Underwriters, the Initial PurchasersB Note, the holder of any B Note Companion Loan or the holder of any Serviced Companion Loan Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser (and, solely with respect to a Pari Passu Loan, the related Other Operating Adviser, if any) which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, the Fiscal Agent or the Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the CustodianFiscal Agent, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Master Servicer’s's, the Trustee’s's, the Certificate Administrator’s Paying Agent's or the Custodian’sFiscal Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the Custodian, Fiscal Agent if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Fiscal Agent or the CustodianPaying Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s's, the Trustee’s's, the Certificate Administrator’s Fiscal Agent's or the Custodian’sPaying Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate AdministratorPaying Agent, the Custodian Fiscal Agent or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was madepaid, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate AdministratorPaying Agent, the Custodian Fiscal Agent or the Master Servicer, as the case may be, was (x) not culpable or such indemnifying party was (y) found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or Note, the holder of any Serviced Companion Mortgage Loan or the Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Mortgage Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, the Fiscal Agent or the Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Trustee and the CustodianFiscal Agent, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Master Servicer’s's, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sFiscal Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Trustee and the Custodian, Fiscal Agent if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, Servicer or the Trustee, the Certificate Administrator or the Custodian, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator Servicer or the Custodian Trustee shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator Servicer or the Custodian Trustee is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianFiscal Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s's, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sFiscal Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian Fiscal Agent or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was madepaid, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian Fiscal Agent or the Master Servicer, as the case may be, was (x) not culpable or such indemnifying party was (y) found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or Note, the holder of any Serviced the RSA Companion Loan or the Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced the RSA Companion Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. (b) In addition. Notwithstanding any term in this Agreement, the Special Servicer shall have no not be relieved from liability with respect to, and shall be or entitled to conclusively rely on as to indemnification from, the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable Trust for any action taken, suffered or omitted taken 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunder. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion of counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; and (iii) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ fees incurred in connection with any legal action relating to the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s duties hereunder or by reason of negligent disregard of the Special Servicer’s obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator or the Custodian shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator or the Custodian is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal or resignation of the Special Servicer. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from Operating Adviser which is in conflict with the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligenceServicing Standard.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, its respective directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this AgreementSpecial Servicer, the Underwriters, the Initial PurchasersCertificateholders, the holder of any B Note or Note, the holder of any Serviced Companion Loan or the Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the a Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer Servicers and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer Servicers may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The No Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the related Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the a Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan and the Trustee in the related Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the a Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the such Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, no Special Servicer shall be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special Servicer Servicers 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 Special Servicer Servicers and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, respective director, officer, employee, member, manager agent or agentAffiliate thereof, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the related Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, respective director, officer, employee, member, manager agent or agentAffiliate thereof, 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. The Special Servicer Servicers shall be entitled to rely on reports and information supplied to it them by the Master Servicer or any primary servicer, and the related Mortgagors Mortgagors, and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer Servicers shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer or the Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer Servicers from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the each Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the each Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) neither Special Servicer 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; and (iiiiv) the each Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent Each of the Special Servicer Servicers and any of its respective directors, officers, employees or agents shall be indemnified by the other Special Servicer, the Master Servicer, the Trustee, the Certificate Administrator Trustee and the CustodianPaying Agent, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the other Special Servicer's, the Master Servicer’s's, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sPaying Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the related Special Servicer’s 's duties hereunder or by reason of negligent disregard of the related Special Servicer’s 's obligations and duties hereunder. The related Special Servicer shall promptly notify the other Special Servicer, the Master Servicer, the Trustee, the Certificate Administrator Trustee and the Custodian, Paying Agent if a claim is made by a third party entitling the related Special Servicer to indemnification hereunder, whereupon the other Special Servicer, the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the related Special Servicer). Any failure to so notify the other Special Servicer, the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent shall not affect any rights the related Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the other Special Servicer, the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the related Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the related Special Servicer hereunder. Any payment hereunder made by the other Special Servicer, the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, as the case may be, pursuant to this paragraph to or at the direction of the related Special Servicer shall be paid from the other Special Servicer's, the Master Servicer’s's, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sPaying Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the other Special Servicer, the Trustee, the Certificate Administrator, the Custodian Paying Agent or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was madepaid, if a court of competent jurisdiction makes a final judgment that the conduct of the other Special Servicer, the Trustee, the Certificate Administrator, the Custodian Paying Agent or the Master Servicer, as the case may be, was (x) not culpable or such indemnifying party was (y) found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or Note, the holder of any Serviced Companion Mortgage Loan or the Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Mortgage Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. (b) In addition. Notwithstanding any term in this Agreement, the Special Servicer shall have no not be relieved from liability with respect to, and shall be or entitled to conclusively rely on as to indemnification from, the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable Trust for any action taken, suffered or omitted taken 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunder. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion of counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; and (iii) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ fees incurred in connection with any legal action relating to the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s duties hereunder or by reason of negligent disregard of the Special Servicer’s obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator or the Custodian shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator or the Custodian is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal or resignation of the Special Servicer. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from Operating Adviser (and with respect to the Master Servicer’sMonmouth Mall Mortgage Loan, the Trustee’s, Monmouth Mall Mortgage Loan Operating Adviser) which is in conflict with the Certificate Administrator’s or the Custodian’s, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligenceServicing Standard.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note Certificateholders or the holder of any Serviced Companion Loan Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan Certificateholders and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment judgement made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, the Fiscal Agent or Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the CustodianFiscal Agent, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Master Servicer’s's, the Trustee’s's, the Certificate Administrator’s Paying Agent's or the Custodian’sFiscal Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the Custodian, Fiscal Agent if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Fiscal Agent or the CustodianPaying Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s's, the Trustee’s's, the Certificate Administrator’s Fiscal Agent's or the Custodian’sPaying Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or the holder of any Serviced Companion Loan Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan Note and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. (b) In addition. Notwithstanding any term in this Agreement, the Special Servicer shall have no not be relieved from liability with respect to, and shall be or entitled to conclusively rely on as to indemnification from, the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable Trust for any action taken, suffered or omitted taken 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunder. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion of counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; and (iii) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ fees incurred in connection with any legal action relating to the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s duties hereunder or by reason of negligent disregard of the Special Servicer’s obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator or the Custodian shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator or the Custodian is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal or resignation of the Special Servicer. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from Operating Adviser which is in conflict with the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligenceServicing Standard.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the partners, representatives, Affiliates, members, managers, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, the holder of any other party to this Agreement, the Underwriters, the Initial PurchasersB Note, the holder of any B Note 257 Serviced Companion Mortgage Loan or the holder of any Serviced Companion Loan Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment, consistent with the Servicing Standard; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Mortgage Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. (b) In addition. Notwithstanding any term in this Agreement, the Special Servicer shall have no not be relieved from liability with respect to, and shall be or entitled to conclusively rely on as to indemnification from, the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable Trust for any action taken, suffered or omitted taken 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunder. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion of counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; and (iii) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ fees incurred in connection with any legal action relating to the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s duties hereunder or by reason of negligent disregard of the Special Servicer’s obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator or the Custodian shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator or the Custodian is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal or resignation of the Special Servicer. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from Operating Adviser which is in conflict with the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligenceServicing Standard.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or Note, the holder of any Serviced the Federal Center Plaza Companion Loan or the Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced the Federal Center Plaza Companion Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, the Fiscal Agent or the Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the CustodianFiscal Agent, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Master Servicer’s's, the Trustee’s's, the Certificate Administrator’s Paying Agent's or the Custodian’sFiscal Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the Custodian, Fiscal Agent if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Fiscal Agent or the CustodianPaying Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s's, the Trustee’s's, the Certificate Administrator’s Fiscal Agent's or the Custodian’sPaying Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate AdministratorPaying Agent, the Custodian Fiscal Agent or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was madepaid, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate AdministratorPaying Agent, the Custodian Fiscal Agent or the Master Servicer, as the case may be, was (x) not culpable or such indemnifying party was (y) found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note Certificateholders or the holder of any Serviced Companion Loan Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind which is prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan Certificateholders and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all 182 legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment judgement made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Servicer, the Fiscal Agent, the Paying Agent or Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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;; and (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counsel; and (iii) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuineCounsel. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Fiscal Agent and the CustodianPaying Agent, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Master Servicer’sTrustee's, the Trustee’s, the Certificate Administrator’s Fiscal Agent's or the Custodian’sPaying Agent's, as the case may be, respective willful misfeasance, bad faith or 183 negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Fiscal Agent and the Custodian, Paying Agent if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligenceas applicable, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent, as applicable, shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent, as applicable, is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Fiscal Agent or the CustodianPaying Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’sTrustee's, the Trustee’s, the Certificate Administrator’s Fiscal Agent's or the Custodian’sPaying Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the partners, representatives, Affiliates, members, managers, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note Certificateholders or the holder of any Serviced Companion Loan Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment, consistent with the Servicing Standard; provided that this provision shall not protect the Special Servicer or any such person Person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan Certificateholders and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from the requirement that it act in accordance with the Servicing Standard by virtue of taking any action at the direction of the Operating Adviser and shall not be relieved from liability otherwise imposed on the Special Servicer pursuant to Section 6.3 of this Agreement. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the The Special Servicer, nor or any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent, shall not be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the The Special Servicer, nor or any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent, shall not 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer or the Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably (in paper or electronic format) believed or in good faith believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper (in paper or electronic format) reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Trustee and the CustodianPaying Agent, as the case may be, and held harmless against any lossand all claims, liability or expense including reasonable attorneys’ losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal action or claim relating to the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the CustodianPaying Agent’s, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s duties hereunder or by reason of negligent disregard of the Special Servicer’s obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Trustee and the CustodianPaying Agent, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent, shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the CustodianPaying Agent’s, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian Paying Agent or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian Paying Agent or the Master Servicer, as the case may be, was not culpable of willful misfeasance, bad faith or such indemnifying negligence in the performance of its respective duties hereunder or of negligent disregard of its respective duties hereunder or the indemnified party was is found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or Note, the holder of any Serviced Companion Mortgage Loan or the Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Mortgage Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, or the Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such -232- breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Trustee and the CustodianPaying Agent, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Master Servicer’s's, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sPaying Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Trustee and the CustodianPaying Agent, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s's, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sPaying Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian Paying Agent or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was madepaid, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian Paying Agent or the Master Servicer, as the case may be, was (x) not culpable or such indemnifying party was (y) found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the partners, representatives, Affiliates, members, managers, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or Note, the holder of any Serviced Companion Mortgage Loan or the Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment, consistent with the Servicing Standard; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Mortgage Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake 292 any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. (b) In addition. Notwithstanding any term in this Agreement, the Special Servicer shall have no not be relieved from liability with respect to, and shall be or entitled to conclusively rely on as to indemnification from, the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable Trust for any action taken, suffered or omitted taken 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunder. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion of counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; and (iii) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ fees incurred in connection with any legal action relating to the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s duties hereunder or by reason of negligent disregard of the Special Servicer’s obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator or the Custodian shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator or the Custodian is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal or resignation of the Special Servicer. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from Operating Adviser which is in conflict with the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligenceServicing Standard.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note Certificateholders or the holder of any Serviced Companion Loan Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan Certificateholders and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment judgement made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, the Fiscal Agent or Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) genuine and provided by any Mortgagor or manager of a Mortgaged Property. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Trustee and the CustodianFiscal Agent, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Master Servicer’s, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sFiscal Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Trustee and the Custodian, Fiscal Agent if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, Trustee shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator or the Custodian Trustee shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator or the Custodian Trustee is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianFiscal Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sFiscal Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or Note, the holder of any Serviced Companion Mortgage Loan or the Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Mortgage Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, the Fiscal Agent or the Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the CustodianFiscal Agent, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Master Servicer’s's, the Trustee’s's, the Certificate Administrator’s Paying Agent's or the Custodian’sFiscal Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the Custodian, Fiscal Agent if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal or resignation of the Special Servicer. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.prejudiced

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note Certificateholders or the holder of any Serviced Companion Loan Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan Certificateholders and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment judgement made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, the Fiscal Agent, the Paying Agent or Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach.. 169 179 (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) genuine and provided by any Mortgagor or manager of a Mortgaged Property. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Fiscal Agent and the CustodianPaying Agent, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Master Servicer’sTrustee's, the Trustee’s, the Certificate Administrator’s Fiscal Agent's or the Custodian’sPaying Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Fiscal Agent and the Custodian, Paying Agent if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligenceas applicable, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent, as applicable, shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent, as applicable, is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Fiscal Agent or the CustodianPaying Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’sTrustee's, the Trustee’s, the Certificate Administrator’s Fiscal Agent's or the Custodian’sPaying Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.170 180

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note Certificateholders or the holder of any Serviced Companion Loan Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion 156 164 undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan Certificateholders and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment judgement made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, the Fiscal Agent or Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counsel; andCounsel; (iii) the Special Servicer shall not 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; and 157 165 (iv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) genuine and provided by any Mortgagor or manager of a Mortgaged Property. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer (and the General Partner of the Special Servicer) shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Trustee and the CustodianFiscal Agent, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Master Servicer’s, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sFiscal Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent reckless disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent reckless disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, Trustee if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, Trustee shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator or the Custodian Trustee shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator or the Custodian Trustee is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian, as the case may be, Fiscal Agent pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s, the Trustee’s, the Certificate Administrator’s 's or the Custodian’s, as the case may be, Fiscal Agent's own funds, without reimbursement from the Trust therefor, therefor except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or Note, the holder of any Serviced Companion Mortgage Loan or the Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Mortgage Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. (b) In addition. Notwithstanding any term in this Agreement, the Special Servicer shall have no not be relieved from liability with respect to, and shall be or entitled to conclusively rely on as to indemnification from, the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable Trust for any action taken, suffered or omitted taken 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunder. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion of counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; and (iii) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ fees incurred in connection with any legal action relating to the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s duties hereunder or by reason of negligent disregard of the Special Servicer’s obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator or the Custodian shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator or the Custodian is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal or resignation of the Special Servicer. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from Operating Adviser (and with respect to the Master Servicer’sLakeforest Mall Mortgage Loan, the Trustee’s, Lakeforest Mall Mortgage Loan Operating Adviser) which is in conflict with the Certificate Administrator’s or the Custodian’s, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligenceServicing Standard.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or Note, the holder of any Serviced Companion Mortgage Loan or the Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Mortgage Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, or the Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the CustodianTrustee, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Master Servicer’s's, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sPaying Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Trustee and the CustodianPaying Agent, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s's, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sPaying Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate AdministratorPaying Agent, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was madepaid, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian Paying Agent or the Master Servicer, as the case may be, was (x) not culpable or such indemnifying party was (y) found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the partners, representatives, Affiliates, members, managers, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or Note, the holder of any Serviced Companion Mortgage Loan or the Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment, consistent with the Servicing Standard; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Mortgage Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliatepartner, representative, member, manager, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliatepartner, representative, member, manager, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, or the Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably (in paper or electronic format) believed or in good faith believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with cc1ix respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper (in paper or electronic format) reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the CustodianTrustee, as the case may be, and held harmless against any lossand all claims, liability or expense including losses, penalties, fines, forfeitures, reasonable attorneys’ legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal action or claim relating to the Master Servicer’s's, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sPaying Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Trustee and the CustodianPaying Agent, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s's, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sPaying Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate AdministratorPaying Agent, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was madepaid, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian Paying Agent or the Master Servicer, as the case may be, was (x) not culpable of willful misfeasance, bad faith or such indemnifying party was negligence in its performance of duties hereunder or of negligent disregard of its duties hereunder or (y) found to not have acted with willful misfeasance, bad faith or negligence.. cc1x

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, holders of the Underwriters, the Initial Purchasers, the holder of any B Note Notes or the holder of any Serviced Companion Loan Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder holders of any the B Note, the holder of any Serviced Companion Loan Notes and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. (b) In addition. Notwithstanding any term in this Agreement, the Special Servicer shall have no not be relieved from liability with respect to, and shall be or entitled to conclusively rely on as to indemnification from, the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable Trust for any action taken, suffered or omitted taken 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunder. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion of counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; and (iii) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ fees incurred in connection with any legal action relating to the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s duties hereunder or by reason of negligent disregard of the Special Servicer’s obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator or the Custodian shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator or the Custodian is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal or resignation of the Special Servicer. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from Operating Adviser which is in conflict with the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligenceServicing Standard.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note Certificateholders or the holder of any Serviced Companion Loan Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan Certificateholders and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment judgement made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, the Fiscal Agent, the Paying Agent or Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) genuine and provided by any Mortgagor or manager of a Mortgaged Property. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the CustodianFiscal Agent, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Master Servicer’sTrustee's, the Trustee’s, the Certificate Administrator’s Paying Agent's or the Custodian’sFiscal Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the Custodian, Fiscal Agent if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, Paying Agent shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Fiscal Agent or the CustodianPaying Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’sTrustee's, the Trustee’s, the Certificate Administrator’s Paying Agent's or the Custodian’sFiscal Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note Certificateholders or the holder of any Serviced Companion Loan Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind which is prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan Certificateholders and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Advisor (provided that one has been elected pursuant to Section 9.37 of this Agreement) which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment judgement made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Servicer, the Fiscal Agent, the Paying Agent or Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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;; and (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counsel; and (iii) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuineCounsel. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Fiscal Agent and the CustodianPaying Agent, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Master Servicer’sTrustee's, the Trustee’s, the Certificate Administrator’s Fiscal Agent's or the Custodian’sPaying Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Fiscal Agent and the Custodian, Paying Agent if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligenceas applicable, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent, as applicable, shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent, as applicable, is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Fiscal Agent or the CustodianPaying Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’sTrustee's, the Trustee’s, the Certificate Administrator’s Fiscal Agent's or the Custodian’sPaying Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or Note, the holder of any Serviced Companion Mortgage Loan or the Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Mortgage Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, the Fiscal Agent or the Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the CustodianFiscal Agent, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Master Servicer’s's, the Trustee’s's, the Certificate Administrator’s Paying Agent's or the Custodian’sFiscal Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the Custodian, Fiscal Agent if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator or the Custodian shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator or the Custodian is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal or resignation of the Special Servicer. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.Special

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or the holder of any Serviced Companion Loan Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan Note and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, the Fiscal Agent or Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the CustodianFiscal Agent, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Master Servicer’s's, the Trustee’s's, the Certificate Administrator’s Paying Agent's or the Custodian’sFiscal Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Paying Agent and the Custodian, Fiscal Agent if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Fiscal Agent or the CustodianPaying Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s's, the Trustee’s's, the Certificate Administrator’s Fiscal Agent's or the Custodian’sPaying Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate AdministratorPaying Agent, the Custodian Fiscal Agent or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was madepaid, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate AdministratorPaying Agent, the Custodian Fiscal Agent or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note Certificateholders or the holder of any Serviced Companion Loan Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan Certificateholders and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment judgement made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, -181- warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, the Fiscal Agent or Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) . The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Trustee and the CustodianFiscal Agent, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Master Servicer’s, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sFiscal Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Trustee and the Custodian, Fiscal Agent if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, Trustee shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator or the Custodian Trustee shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator or the Custodian Trustee is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianFiscal Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sFiscal Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note Certificateholders or the holder of any Serviced Companion Loan Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan Certificateholders and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment judgement made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer or Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) genuine and provided by any Mortgagor or manager of a Mortgaged Property. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Trustee and the Custodian, as the case may be, Master Servicer and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Trustee's or the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Trustee and the Custodian, Master Servicer if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, in each case, with respect to the extent the claim was made in connection with its those claims related to willful misfeasance, bad faith or negligencenegligence in the performance of its duties hereunder, or the Master Servicer, with respect to those claims related to willful misfeasance, bad faith or negligence in the performance of its duties hereunder, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Master Servicer shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Master Servicer is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian, as the case may be, Master Servicer pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Trustee's or the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian Trustee or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian Trustee or the Master Servicer, as the case may be, Servicer was not culpable or such indemnifying the indemnified party was is found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the partners, representatives, Affiliates, members, managers, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note Certificateholders or the holder of any Serviced Companion Loan Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment, consistent with the Servicing Standard; provided that this provision shall not protect the Special Servicer or any such person Person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan Certificateholders and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from the requirement that it act in accordance with the Servicing Standard by virtue of taking any action at the direction of the Operating Adviser and shall not be relieved from liability otherwise imposed on the Special Servicer pursuant to Section 6.3 of this Agreement. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the The Special Servicer, nor or any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent, shall not be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the The Special Servicer, nor or any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent, shall not 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer or the Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably (in paper or electronic format) believed or in good faith believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper (in paper or electronic format) reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Trustee and the CustodianPaying Agent, as the case may be, and held harmless against any lossand all claims, liability or expense including reasonable attorneys’ losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal action or claim relating to the Master Servicer’s's, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sPaying Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Trustee and the CustodianPaying Agent, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent, shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s's, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sPaying Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian Paying Agent or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian Paying Agent or the Master Servicer, as the case may be, was not culpable of willful misfeasance, bad faith or such indemnifying negligence in the performance of its respective duties hereunder or of negligent disregard of its respective duties hereunder or the indemnified party was is found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note Certificateholders or the holder of any Serviced Companion Loan Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Loan Certificateholders and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment judgement made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, the Fiscal Agent or Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) genuine and provided by any Mortgagor or manager of a Mortgaged Property. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Trustee and the CustodianFiscal Agent, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Master Servicer’s, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sFiscal Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Trustee and the Custodian, Fiscal Agent if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, Trustee shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator or the Custodian Trustee shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator or the Custodian Trustee is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator or the CustodianFiscal Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sFiscal Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Special Servicer and Others. (a) Neither the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Special Servicer shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the holder of any B Note or Note, the holder of any Serviced Companion Mortgage Loan or the Trustee for any action taken or for refraining from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager employee or agent of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any B Note, the holder of any Serviced Companion Mortgage Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement, the Special Servicer shall not be relieved from liability to, or entitled to indemnification from, the Trust for any action taken by it at the direction of the Operating Adviser which is in conflict with the Servicing Standard. (b) In addition, the Special 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 Special Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager agent or agentAffiliate, 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. The Special Servicer shall be entitled to rely on reports and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information unless otherwise required hereunderinformation. (c) The Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach of any representation, warranty or covenant made by any other party to this Agreement the Depositor, the Master Servicer, or the Trustee in this Agreement. The Trust shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the party committing such breach. (d) Except as otherwise specifically provided herein: (i) the Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s 's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document 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; (ii) the Special Servicer may consult with counsel, and any written advice or opinion Opinion of counsel Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion Opinion of counselCounsel; (iii) the Special Servicer shall not 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; and (iiiiv) the Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed by it to be genuine. (e) The Special Servicer and any Affiliate, director, officer, employee, member, manager employee or agent of the Special Servicer shall be indemnified by the Master Servicer, the Trustee, the Certificate Administrator Trustee and the CustodianPaying Agent, as the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ ' fees incurred in connection with any legal action relating to the Master Servicer’s's, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sPaying Agent's, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s 's duties hereunder or by reason of negligent disregard of the Special Servicer’s 's obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate Administrator Trustee and the CustodianPaying Agent, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder, whereupon the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator Trustee or the Custodian Paying Agent is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal termination or resignation of the Special Servicer. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Special Servicer hereunder. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator Trustee or the CustodianPaying Agent, as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s's, the Trustee’s, the Certificate Administrator’s 's or the Custodian’sPaying Agent's, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian Paying Agent or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was madepaid, if a court of competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian Paying Agent or the Master Servicer, as the case may be, was (x) not culpable or such indemnifying party was (y) found to not have acted with willful misfeasance, bad faith or negligence.