Common use of Limitation on Liability of the Trust Advisor and Others Clause in Contracts

Limitation on Liability of the Trust Advisor and Others. (a) Neither the Trust Advisor nor any of the Affiliates, directors, officers, employees, members, managers or agents of the Trust Advisor shall be under any liability to any other party to this Agreement, the Holders of the Certificates, 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 Trust Advisor 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 Trust Advisor and any Affiliate, director, officer, employee, member, manager or agent of the Trust Advisor 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 Trust Advisor shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement. (b) In addition, the Trust Advisor 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 Trust Advisor and conforming to the requirements of this Agreement. Neither the Trust Advisor, 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 Trust Advisor or such officer was negligent in ascertaining the pertinent facts. Neither the Trust Advisor, 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 Trust Advisor shall be entitled to rely on reports and information supplied to it by the Master Servicer, the Special Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information. (c) The Trust Advisor 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 Trust Advisor 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 Trust Advisor 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 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 Trust Advisor 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 Trust Advisor, 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 Trust Advisor and any Affiliate, director, officer, employee, member, manager or agent of the Trust Advisor shall be indemnified by the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator, 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 Depositor’s, the Master Servicer’s, the Special Servicer’s, the Custodian’s, the Trustee’s or the Certificate Administrator’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 Trust Advisor’s duties hereunder or by reason of negligent disregard of the Trust Advisor’s obligations and duties hereunder. The Trust Advisor shall promptly notify the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator, if a claim is made by a third party entitling the Trust Advisor to indemnification hereunder, whereupon the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator, 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 Trust Advisor). Any failure to so notify the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator shall not affect any rights the Trust Advisor may have to indemnification hereunder or otherwise, unless the interest of the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Trust Advisor hereunder. Any payment hereunder made by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be, pursuant to this paragraph to the Trust Advisor shall be paid from the Depositor’s, the Master Servicer’s, the Special 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, the Special Servicer, the Master Servicer or the Depositor 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 (x) the conduct of the Trustee, the Certificate Administrator, the Custodian, the Special Servicer, the Master Servicer or the Depositor, as the case may be, was not culpable or (y) such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Trust Advisor and Others. (a) Neither the Trust Advisor nor any of the Affiliates, directors, officers, employees, members, managers or agents of the Trust Advisor shall be under any liability to any other party to this Agreement, the Holders of the Certificates, 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 Trust Advisor 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 Trust Advisor and any Affiliate, director, officer, employee, member, manager or agent of the Trust Advisor 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 Trust Advisor shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement. (b) In addition, the Trust Advisor 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 Trust Advisor and conforming to the requirements of this Agreement. Neither the Trust Advisor, 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 Trust Advisor or such officer was negligent in ascertaining the pertinent facts. Neither the Trust Advisor, 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 Trust Advisor shall be entitled to rely on reports and information supplied to it by the Master Servicer, the Special Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information. (c) The Trust Advisor 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 Trust Advisor 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 Trust Advisor 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 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 Trust Advisor 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 Trust Advisor, 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 Trust Advisor and any Affiliate, director, officer, employee, member, manager or agent of the Trust Advisor shall be indemnified by the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator, 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 Depositor’s, the Master Servicer’s, the Special Servicer’s, the Custodian’s, the Trustee’s or the Certificate Administrator’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 Trust Advisor’s duties hereunder or by reason of negligent disregard of the Trust Advisor’s obligations and duties hereunder. The Trust Advisor shall promptly notify the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator, if a claim is made by a third party entitling the Trust Advisor to indemnification hereunder, whereupon the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator, 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 Trust Advisor). Any failure to so notify the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator shall not affect any rights the Trust Advisor may have to indemnification hereunder or otherwise, unless the interest of the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Trust Advisor hereunder. Any payment hereunder made by the Depositor, the Master Servicer, the Special Servicer, the Trustee, Trustee or the Certificate Administrator or the CustodianAdministrator, as the case may be, pursuant to this paragraph to the Trust Advisor shall be paid from the Depositor’s, the Master Servicer’s, the Special 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, the Special Servicer, Servicer or the Master Servicer or the Depositor 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 (x) the conduct of the Trustee, the Certificate Administrator, the Custodian, the Special Servicer, the Master Servicer or the DepositorMaster Servicer, as the case may be, was not culpable or (y) such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Trust Advisor and Others. (a) Neither the Trust Advisor nor any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Trust Advisor shall be under any liability to any other party to this Agreement, the Holders of the Certificates, the Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the Master Servicer, the Special Servicer, 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 Trust Advisor 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 Trust Advisor and any Affiliate, director, officer, employee, member, manager employee or agent of the Trust Advisor 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 Trust Advisor shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement. (b) In addition, the Trust Advisor 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 Trust Advisor and conforming to the requirements of this Agreement. Neither the Trust Advisor, 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 Trust Advisor or such officer was negligent in ascertaining the pertinent facts. Neither the Trust Advisor, 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 Trust Advisor shall be entitled to rely on reports and information supplied to it by the Master Servicer, the Special Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information. (c) The Trust Advisor 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 Special Servicer, the Certificate Administrator or the Trustee in this Agreement. The Trust shall indemnify and hold harmless the Trust Advisor 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 Trust Advisor 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 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 Trust Advisor 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 Trust Advisor, 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 Trust Advisor and any Affiliate, director, officer, employee, member, manager employee or agent of the Trust Advisor shall be indemnified by the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator, 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 Depositor’s, the Master Servicer’s, the Special Servicer’s, the Custodian’s, the Trustee’s or the Certificate Administrator’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 Trust Advisor’s duties hereunder or by reason of negligent disregard of the Trust Advisor’s obligations and duties hereunder. The Trust Advisor shall promptly notify the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator, if a claim is made by a third party entitling the Trust Advisor to indemnification hereunder, whereupon the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator, 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 Trust Advisor). Any failure to so notify the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator shall not affect any rights the Trust Advisor may have to indemnification hereunder or otherwise, unless the interest of the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Trust Advisor hereunder. Any payment hereunder made by the Depositor, the Master Servicer, the Special Servicer, the Trustee, Trustee or the Certificate Administrator or the CustodianAdministrator, as the case may be, pursuant to this paragraph to the Trust Advisor shall be paid from the Depositor’s, the Master Servicer’s, the Special 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, the Special Servicer, Servicer or the Master Servicer or the Depositor 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 (x) the conduct of the Trustee, the Certificate Administrator, the Custodian, the Special Servicer, the Master Servicer or the DepositorMaster Servicer, as the case may be, was (x) not culpable or (y) such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Trust Advisor and Others. (a) Neither the Trust Advisor nor any of the Affiliates, directors, officers, employees, members, managers or agents of the Trust Advisor shall be under any liability to any other party to this Agreement, the Holders of the Certificates, 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 Trust Advisor 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 Trust Advisor and any Affiliate, director, officer, employee, member, manager or agent of the Trust Advisor 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 Trust Advisor shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement. (b) In addition, the Trust Advisor 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 Trust Advisor and conforming to the requirements of this Agreement. Neither the Trust Advisor, 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 Trust Advisor or such officer was negligent in ascertaining the pertinent facts. Neither the Trust Advisor, 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 Trust Advisor shall be entitled to rely on reports and information supplied to it by the Master Servicer, the Special Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information. (c) The Trust Advisor 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 Trust Advisor 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 Trust Advisor 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 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 Trust Advisor 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 Trust Advisor, 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 Trust Advisor and any Affiliate, director, officer, employee, member, manager or agent of the Trust Advisor shall be indemnified by the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator, 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 Depositor’s, the Master Servicer’s, the Special Servicer’s, the Custodian’s, the Trustee’s or the Certificate Administrator’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 Trust Advisor’s duties hereunder or by reason of negligent disregard of the Trust Advisor’s obligations and duties hereunder. The Trust Advisor shall promptly notify the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator, if a claim is made by a third party entitling the Trust Advisor to indemnification hereunder, whereupon the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator, 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 Trust Advisor). Any failure to so notify the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator shall not affect any rights the Trust Advisor may have to indemnification hereunder or otherwise, unless the interest of the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Trust Advisor hereunder. Any payment hereunder made by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be, pursuant to this paragraph to the Trust Advisor shall be paid from the Depositor’s, the Master Servicer’s, the Special 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 as achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian, the Special Servicer, the Master Servicer or the Depositor 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 (x) the conduct of the Trustee, the Certificate Administrator, the Custodian, the Special Servicer, the Master Servicer or the Depositor, as the case may be, was not culpable or (y) such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Trust Advisor and Others. (a) Neither the Trust Advisor nor any of the Affiliates, directors, officers, employees, members, managers or agents of the Trust Advisor shall be under any liability to any other party to this Agreement, the Holders of the Certificates, 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 Trust Advisor 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 Trust Advisor and any Affiliate, director, officer, employee, member, manager or agent of the Trust Advisor 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 Trust Advisor shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement. (b) In addition, the Trust Advisor 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 Trust Advisor and conforming to the requirements of this Agreement. Neither the Trust Advisor, 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 Trust Advisor or such officer was negligent in ascertaining the pertinent facts. Neither the Trust Advisor, 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 Trust Advisor shall be entitled to rely on reports and information supplied to it by the Master Servicer, the Special Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information. (c) The Trust Advisor 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 Trust Advisor 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 Trust Advisor 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 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 Trust Advisor 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 Trust Advisor, 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 Trust Advisor and any Affiliate, director, officer, employee, member, manager or agent of the Trust Advisor shall be indemnified by the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator, 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 Depositor’s, the Master Servicer’s, the Special Servicer’s, the Custodian’s, the Trustee’s or the Certificate Administrator’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 Trust Advisor’s duties hereunder or by reason of negligent disregard of the Trust Advisor’s obligations and duties hereunder. The Trust Advisor shall promptly notify the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator, if a claim is made by a third party entitling the Trust Advisor to indemnification hereunder, whereupon the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator, 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 Trust Advisor). Any failure to so notify the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator shall not affect any rights the Trust Advisor may have to indemnification hereunder or otherwise, unless the interest of the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Trust Advisor hereunder. Any payment hereunder made by the Depositor, the Master Servicer, the Special Servicer, the Trustee, Trustee or the Certificate Administrator or the CustodianAdministrator, as the case may be, pursuant to this paragraph to the Trust Advisor shall be paid from the Depositor’s, the Master Servicer’s, the Special 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, the Special Servicer, Servicer or the Master Servicer or the Depositor 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 (x) the conduct of the Trustee, the Certificate Administrator, the Custodian, the Special Servicer, the Master Servicer or the DepositorMaster Servicer, as the case may be, was (x) not culpable or (y) such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Trust Advisor and Others. (a) Neither the Trust Advisor nor any of the Affiliates, directors, officers, employees, members, managers or agents of the Trust Advisor shall be under any liability to any other party to this Agreement, the Holders of the Certificates, 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 Trust Advisor 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 Trust Advisor and any Affiliate, director, officer, employee, member, manager or agent of the Trust Advisor 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 Trust Advisor shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement. (b) In addition, the Trust Advisor 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 Trust Advisor and conforming to the requirements of this Agreement. Neither the Trust Advisor, 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 Trust Advisor or such officer was negligent in ascertaining the pertinent facts. Neither the Trust Advisor, 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 Trust Advisor shall be entitled to rely on reports and information supplied to it by the Master Servicer, the Special Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information. (c) The Trust Advisor 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 Trust Advisor 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 Trust Advisor 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 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 Trust Advisor 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 Trust Advisor, 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 Trust Advisor and any Affiliate, director, officer, employee, member, manager or agent of the Trust Advisor shall be indemnified by the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator, 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 Depositor’s, the Master Servicer’s, the Special Servicer’s, the Custodian’s, the Trustee’s or the Certificate Administrator’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 Trust Advisor’s duties hereunder or by reason of negligent disregard of the Trust Advisor’s obligations and duties hereunder. The Trust Advisor shall promptly notify the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator, if a claim is made by a third party entitling the Trust Advisor to indemnification hereunder, whereupon the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator, 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 Trust Advisor). Any failure to so notify the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator shall not affect any rights the Trust Advisor may have to indemnification hereunder or otherwise, unless the interest of the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Trust Advisor hereunder. Any payment hereunder made by the Depositor, the Master Servicer, the Special Servicer, the Trustee, Trustee or the Certificate Administrator or the CustodianAdministrator, as the case may be, pursuant to this paragraph to the Trust Advisor shall be paid from the Depositor’s, the Master Servicer’s, the Special 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, the Special Servicer, Servicer or the Master Servicer or the Depositor 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 (x) the conduct of the Trustee, the Certificate Administrator, the Custodian, the Special Servicer, the Master Servicer or the DepositorMaster Servicer, as the case may be, was (x) not culpable or (y) such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.

Limitation on Liability of the Trust Advisor and Others. (a) Neither the Trust Advisor nor any of the Affiliates, directors, officers, employees, members, managers or agents of the Trust Advisor shall be under any liability to any other party to this Agreement, the Holders of the Certificates, 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 Trust Advisor 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 Trust Advisor and any Affiliate, director, officer, employee, member, manager or agent of the Trust Advisor 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 Trust Advisor 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 AgreementAgreement and which in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured. (b) In addition, the Trust Advisor 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 Trust Advisor and conforming to the requirements of this Agreement. Neither the Trust Advisor, 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 Trust Advisor or such officer was negligent in ascertaining the pertinent facts. Neither the Trust Advisor, 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 Trust Advisor shall be entitled to rely on reports and information supplied to it by the Master Servicer, the Special Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information. (c) The Trust Advisor 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 Trust Advisor 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 Trust Advisor 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 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 Trust Advisor 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 Trust Advisor, 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 Trust Advisor and any Affiliate, director, officer, employee, member, manager or agent of the Trust Advisor shall be indemnified by the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator, 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 Depositor’s, the Master Servicer’s, the Special Servicer’s, the Custodian’s, the Trustee’s or the Certificate Administrator’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 Trust Advisor’s duties hereunder or by reason of negligent disregard of the Trust Advisor’s obligations and duties hereunder. The Trust Advisor shall promptly notify the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator, if a claim is made by a third party entitling the Trust Advisor to indemnification hereunder, whereupon the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator, 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 Trust Advisor). Any failure to so notify the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator shall not affect any rights the Trust Advisor may have to indemnification hereunder or otherwise, unless the interest of the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Trust Advisor hereunder. Any payment hereunder made by the Depositor, the Master Servicer, the Special Servicer, the Trustee, Trustee or the Certificate Administrator or the CustodianAdministrator, as the case may be, pursuant to this paragraph to the Trust Advisor shall be paid from the Depositor’s, the Master Servicer’s, the Special 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, the Special Servicer, Servicer or the Master Servicer or the Depositor 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 (x) the conduct of the Trustee, the Certificate Administrator, the Custodian, the Special Servicer, the Master Servicer or the DepositorMaster Servicer, as the case may be, was (x) not culpable or (y) such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.