Common use of of the Pooling and Servicing Agreement Clause in Contracts

of the Pooling and Servicing Agreement. The Sub-Servicer shall provide all reasonable cooperation (with respect to information regarding the Sub-Servicer, the Mortgage Loans or the Serviced Companion Loans) to enable the Master Servicer to provide any Additional Form 10-K Disclosure. Any Additional Form 10-K Disclosure and related Additional Disclosure Notification required to be delivered by the Sub-Servicer shall be delivered to the Master Servicer (and, if the Sub-Servicer is an Additional Servicer or a Servicing Function Participant, also to the Depositor, the Certificate Administrator, and each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan)) on or before the fifth (5th) Business Day proceeding March 1, commencing March 2018. The Sub-Servicer (without regard to whether the Sub-Servicer is a Servicing Function Participant) shall provide a Performance Certification described in Section 11.06 of the Pooling and Servicing Agreement (on which the Master Servicer and its officers, directors and Affiliates, in addition to the Certification Parties, can reasonably rely) to the Master Servicer on or before the fifth (5th) Business Day preceding March 1st. If the Sub-Servicer is a Servicing Function Participant, such Performance Certification shall also be provided to each affected Certifying Party by the time required by the Pooling and Servicing Agreement, and if the Sub-Servicer is not a Servicing Function Participant or an Additional Servicer, such Performance Certification shall be delivered only to the Master Servicer. In addition, the Sub-Servicer (a) shall provide such information and assistance as may be reasonably required to cooperate with the Master Servicer in complying with Section 11.06 of the Pooling and Servicing Agreement and (b) shall cooperate with the Master Servicer’s reasonable requests in performing its due diligence for its certification under Section 11.06 of the Pooling and Servicing Agreement. Any Form 8-K Disclosure Information and related Additional Disclosure Notification required to be delivered by the Sub-Servicer shall be delivered to the Master Servicer (and, if the Sub-Servicer is a Servicing Function Participant or an Additional Servicer, also to the Depositor, the Certificate Administrator and each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan)) within the time provided in Section 11.07 of the Pooling and Servicing Agreement. The Sub-Servicer (without regard to whether the Sub-Servicer is an Additional Servicer or Servicing Function Participant) shall deliver its Officer’s Certificate required by Section 11.09 of the Pooling and Servicing Agreement to the Master Servicer on or before the fifth (5th) Business Day preceding March 1st each year. If the Sub-Servicer is an Additional Servicer or Servicing Function Participant, the Sub-Servicer shall also deliver such Officer’s Certificate to the Trustee, Certificate Xxxxxxxxxxxxx, Xxxxxxxxx, 00x-0 Information Provider and each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) within the time provided in Section 11.09 of the Pooling and Servicing Agreement, and if the Sub-Servicer is not an Additional Servicer or Servicing Function Participant, such Officer’s Certificate shall be delivered only to the Master Servicer. The Sub-Servicer (without regard to whether the Sub-Servicer is a Servicing Function Participant) shall deliver the items required under Sections 11.10 and 11.11 of the Pooling and Servicing Agreement regarding itself (the “report on an assessment of compliance with Relevant Servicing Criteria” and “accountants’ report”) to the Master Servicer on or before the fifth (5th) Business Day preceding March 1st each year. If the Sub-Servicer is a Servicing Function Participant or an Additional Servicer, the report on an assessment of compliance with Relevant Servicing Criteria and accountants’ report shall also be delivered to the Trustee, Certificate Xxxxxxxxxxxxx, Xxxxxxxxx, 00x-0 Information Provider and each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) within the time provided in Sections 11.10 and 11.11 of the Pooling and Servicing Agreement, and if the Sub-Servicer is not a Servicing Function Participant or an Additional Servicer, the report on an assessment of compliance with Relevant Servicing Criteria and accountants’ report shall be delivered only to the Master Servicer. Subject to other provisions of this Agreement restricting the right of the Sub-Servicer to retain subservicers or subcontractors, the provisions of Article XI of the Pooling and Servicing Agreement regarding retaining a “Sub-Servicer,” “Subcontractor,” “Additional Servicer” or “Servicing Function Participant” shall be applicable to any sub-servicer, subcontractor or agent hired by the Sub-Servicer to perform any of its obligations hereunder and the Sub-Servicer shall comply with such provisions. If the Sub-Servicer is (or was during any time relevant to the second and third paragraphs of Section 11.12 of the Pooling and Servicing Agreement) an Additional Servicer or Servicing Function Participant, the Sub-Servicer shall perform all of the obligations of an Affected Reporting Party contained in the second and third paragraphs of Section 11.12 of the Pooling and Servicing Agreement. The Sub-Servicer shall also obtain the consent of the Master Servicer (which shall not be unreasonably denied, withheld or delayed) when the Depositor’s or Other Depositor’s consent is required under this paragraph. The Sub- Servicer shall cooperate with the Master Servicer and each other party listed in Section 11.15(a) of the Pooling and Servicing Agreement in accordance with Section 11.15(a) of the Pooling and Servicing Agreement. If the Serviced Companion Loan constitutes a Serviced Securitized Companion Loan, the Sub-Servicer shall provide to the Master Servicer all information, reports, statements and certificates with respect to the Sub-Servicer and such Serviced Companion Loan comparable to any information, reports, statements or certificates required to be provided by the Master Servicer pursuant to Section 11.15 of the Pooling and Servicing Agreement, even if the Sub-Servicer is not otherwise required to provide such information, reports or certificates to any Person in order to comply with Regulation AB. Such information, reports or certificates shall be provided to the Master Servicer no later than five (5) Business Days prior to the date on which the Master Servicer is required to deliver its comparable information, reports, statements or certificates pursuant to Section 11.15 of the Pooling and Servicing Agreement. To the extent the Sub-Servicer is a Servicing Function Participant, the Sub-Servicer shall cooperate with each other party listed in Sections 11.15(b)-(f) of the Pooling and Servicing Agreement in accordance with Sections 11.15(b)-(f) of the Pooling and Servicing Agreement. If any Mortgaged Property that secures a Serviced Companion Loan is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB), the Sub- Servicer shall comply with Section 11.15(h) of the Pooling and Servicing Agreement and shall deliver such information and reports as provided therein to the Master Servicer at least five (5) Business Days before the Master Servicer must deliver such items. The Sub-Servicer shall indemnify and hold harmless the Master Servicer (including any of its partners, directors, officers, employees or agents) against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Master Servicer or such other Person arising out of (i) an actual breach by the Sub-Servicer of its obligations under this Section 3.01(c)(39), (ii) negligence, bad faith or willful misconduct on the part of the Sub-Servicer in the performance of such obligations or (iii) delivery of any Deficient Exchange Act Deliverable. The Sub-Servicer shall indemnify and hold harmless each Certification Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees and expenses incurred by such Certification Party arising out of (i) a breach of its obligations to provide any of the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation reports pursuant to this Agreement, (ii) negligence, bad faith or willful misconduct on its part in the performance of such obligations, (iii) any failure by a Servicer (as defined in Section 11.02(b) of the Pooling and Servicing Agreement) to identify a Servicing Function Participant retained by it pursuant to Section 11.02(c) of the Pooling and Servicing Agreement or (iv) delivery of any Deficient Exchange Act Deliverable. The Master Servicer shall notify the Sub-Servicer if the Sub-Servicer becomes a Servicing Function Participant, an Additional Servicer, and/or a Reporting Servicer. Upon request, the Master Servicer shall provide the Sub-Servicer with current mailing addresses of the Trustee, the Depositor, the Certificate Administrator, the applicable Other Depositor and/or Other Certificate Administrator to whom the Sub-Servicer must deliver Exchange Act-related reports as a result of becoming a Servicing Function Participant, an Additional Servicer and/or a Reporting Servicer. If the indemnification provided for in this Section 3.01(c)(39) is unavailable or insufficient to hold harmless any Certification Party or the Master Servicer, then the Sub-Servicer shall contribute to the amount paid or payable to the indemnified party as a result of the losses, claims, damages or liabilities of the indemnified party in such proportion as is appropriate to reflect the relative fault of the indemnified party on the one hand and the Sub-Servicer on the other in connection with a breach of the Sub-Servicer’s obligations pursuant to this Section 3.01(c)(39).

of the Pooling and Servicing Agreement. The Sub-Servicer shall provide all reasonable cooperation (with respect to information regarding the Sub-Servicer, or the Mortgage Loans Loans, or the Serviced Companion Loans) to enable the Master Servicer to provide any Additional Form 10-K Disclosure. Any Additional Form 10-K Disclosure and related Additional Disclosure Notification required to be delivered by the Sub-Servicer shall be delivered to the Master Servicer (and, if the Sub-Servicer is an Additional Servicer or a Servicing Function Participant, also to the Depositor, the Certificate Administrator, and each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan Loans or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan)) on or before the fifth (5th) Business Day proceeding March 1, commencing March 20182019. The Sub-Servicer (without regard to whether the Sub-Servicer is a Servicing Function Participant) shall provide a Performance Certification described in Section 11.06 of the Pooling and Servicing Agreement (on which the Master Servicer and its officers, directors and Affiliates, in addition to the Certification Parties, can reasonably rely) to the Master Servicer on or before the fifth (5th) Business Day preceding March 1st. If the Sub-Servicer is a Servicing Function Participant, such Performance Certification shall also be provided to each affected Certifying Party by the time required by the Pooling and Servicing Agreement, and if the Sub-Servicer is not a Servicing Function Participant or an Additional Servicer, such Performance Certification shall be delivered only to the Master Servicer. In addition, the Sub-Servicer (a) shall provide such information and assistance as may be reasonably required to cooperate with the Master Servicer in complying with Section 11.06 of the Pooling and Servicing Agreement and (b) shall cooperate with the Master Servicer’s reasonable requests in performing its due diligence for its certification under Section 11.06 of the Pooling and Servicing Agreement. Any Form 8-K Disclosure Information and related Additional Disclosure Notification required to be delivered by the Sub-Servicer shall be delivered to the Master Servicer (and, if the Sub-Servicer is a Servicing Function Participant or an Additional Servicer, also to the Depositor, the Certificate Administrator and each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan Loans or a party that services, specially services or is trustee or custodian for a Serviced Companion LoanLoans)) within the time provided in Section 11.07 of the Pooling and Servicing Agreement. The Sub-Servicer (without regard to whether the Sub-Servicer is an Additional Servicer or Servicing Function Participant) shall deliver its Officer’s Certificate required by Section 11.09 of the Pooling and Servicing Agreement to the Master Servicer on or before the fifth (5th) Business Day preceding March 1st each year. If the Sub-Servicer is an Additional Servicer or Servicing Function Participant, the Sub-Servicer shall also deliver such Officer’s Certificate to the Trustee, Certificate XxxxxxxxxxxxxAxxxxxxxxxxxx, Xxxxxxxxx, 00x-0 Information Provider and each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan Loans or a party that services, specially services or is trustee or custodian for a Serviced Companion LoanLoans) within the time provided in Section 11.09 of the Pooling and Servicing Agreement, and if the Sub-Servicer is not an Additional Servicer or Servicing Function Participant, such Officer’s Certificate shall be delivered only to the Master Servicer. The Sub-Servicer (without regard to whether the Sub-Servicer is a Servicing Function Participant) shall deliver the items required under Sections 11.10 and 11.11 of the Pooling and Servicing Agreement regarding itself (the “report on an assessment of compliance with Relevant Servicing Criteria” and “accountants’ report”) to the Master Servicer on or before the fifth (5th) Business Day preceding March 1st each year. If the Sub-Servicer is a Servicing Function Participant or an Additional Servicer, the report on an assessment of compliance with Relevant Servicing Criteria and accountants’ report shall also be delivered to the Trustee, Certificate XxxxxxxxxxxxxAxxxxxxxxxxxx, Xxxxxxxxx, 00x-0 Information Provider and each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan Loans or a party that services, specially services or is trustee or custodian for a Serviced Companion LoanLoans) within the time provided in Sections 11.10 and 11.11 of the Pooling and Servicing Agreement, and if the Sub-Servicer is not a Servicing Function Participant or an Additional Servicer, the report on an assessment of compliance with Relevant Servicing Criteria and accountants’ report shall be delivered only to the Master Servicer. Subject to other provisions of this Agreement restricting the right of the Sub-Servicer to retain subservicers or subcontractors, the provisions of Article XI of the Pooling and Servicing Agreement regarding retaining a “Sub-Servicer,” “Subcontractor,” “Additional Servicer” or “Servicing Function Participant” shall be applicable to any sub-servicer, subcontractor or agent hired by the Sub-Servicer to perform any of its obligations hereunder and the Sub-Servicer shall comply with such provisions. If the Sub-Servicer is (or was during any time relevant to the second and third paragraphs of Section 11.12 of the Pooling and Servicing Agreement) an Additional Servicer or Servicing Function Participant, the Sub-Servicer shall perform all of the obligations of an Affected Reporting Party contained in the second and third paragraphs of Section 11.12 of the Pooling and Servicing Agreement. The Sub-Servicer shall also obtain the consent of the Master Servicer (which shall not be unreasonably denied, withheld or delayed) when the Depositor’s or Other Depositor’s consent is required under this paragraph. The Sub- Servicer shall cooperate with the Master Servicer and each other party listed in Section 11.15(a) of the Pooling and Servicing Agreement in accordance with Section 11.15(a) of the Pooling and Servicing Agreement. If the Serviced Companion Loan constitutes a Serviced Securitized Companion Loan, the Sub-Servicer shall provide to the Master Servicer all information, reports, statements and certificates with respect to the Sub-Servicer and such Serviced Companion Loan comparable to any information, reports, statements or certificates required to be provided by the Master Servicer pursuant to Section 11.15 of the Pooling and Servicing Agreement, even if the Sub-Servicer is not otherwise required to provide such information, reports or certificates to any Person in order to comply with Regulation AB. Such information, reports or certificates shall be provided to the Master Servicer no later than five (5) Business Days prior to the date on which the Master Servicer is required to deliver its comparable information, reports, statements or certificates pursuant to Section 11.15 of the Pooling and Servicing Agreement. To the extent the Sub-Servicer is a Servicing Function Participant, the Sub-Servicer shall cooperate with each other party listed in Sections 11.15(b)-(f) of the Pooling and Servicing Agreement in accordance with Sections 11.15(b)-(f) of the Pooling and Servicing Agreement. If any Mortgaged Property that secures a Serviced Companion Loan is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB), the Sub- Sub-Servicer shall comply with Section 11.15(h) of the Pooling and Servicing Agreement and shall deliver such information and reports as provided therein to the Master Servicer at least five (5) Business Days before the Master Servicer must deliver such items. The Sub-Servicer shall indemnify and hold harmless the Master Servicer (including any of its partners, directors, officers, employees or agents) against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Master Servicer or such other Person arising out of (i) an actual breach by the Sub-Servicer of its obligations under this Section 3.01(c)(39), (ii) negligence, bad faith or willful misconduct on the part of the Sub-Servicer in the performance of such obligations or (iii) delivery of any Deficient Exchange Act Deliverable. The Sub-Servicer shall indemnify and hold harmless each Certification Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees and expenses incurred by such Certification Party arising out of (i) a breach of its obligations to provide any of the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation reports pursuant to this Agreement, (ii) negligence, bad faith or willful misconduct on its part in the performance of such obligations, (iii) any failure by a Servicer (as defined in Section 11.02(b) of the Pooling and Servicing Agreement) to identify a Servicing Function Participant retained by it pursuant to Section 11.02(c) of the Pooling and Servicing Agreement or (iv) delivery of any Deficient Exchange Act Deliverable. The Master Servicer shall notify the Sub-Servicer if the Sub-Servicer becomes a Servicing Function Participant, an Additional Servicer, and/or a Reporting Servicer. Upon request, the Master Servicer shall provide the Sub-Servicer with current mailing addresses of the Trustee, the Depositor, the Certificate Administrator, the applicable Other Depositor and/or Other Certificate Administrator to whom the Sub-Servicer must deliver Exchange Act-related reports as a result of becoming a Servicing Function Participant, an Additional Servicer and/or a Reporting Servicer. If the indemnification provided for in this Section 3.01(c)(39) is unavailable or insufficient to hold harmless any Certification Party or the Master Servicer, then the Sub-Servicer shall contribute to the amount paid or payable to the indemnified party as a result of the losses, claims, damages or liabilities of the indemnified party in such proportion as is appropriate to reflect the relative fault of the indemnified party on the one hand and the Sub-Servicer on the other in connection with a breach of the Sub-Servicer’s obligations pursuant to this Section 3.01(c)(39).

of the Pooling and Servicing Agreement. The Sub-Servicer shall provide all reasonable cooperation (with respect to information regarding the Sub-Servicer, Servicer or the Mortgage Loans or the Serviced Companion Loans) to enable the Master Servicer to provide any Additional Form 10-K Disclosure. Any Additional Form 10-K Disclosure and related Additional Disclosure Notification required to be delivered by the Sub-Servicer shall be delivered to the Master Servicer (and, if the Sub-Servicer is an Additional Servicer or a Servicing Function Participant, also to the Depositor, the Certificate Administrator, and each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan)Administrator) on or before the fifth (5th) Business Day proceeding March 1, commencing March 20182019. The Sub-Servicer (without regard to whether the Sub-Servicer is a Servicing Function Participant) shall provide a Performance Certification described in Section 11.06 of the Pooling and Servicing Agreement (on which the Master Servicer and its officers, directors and Affiliates, in addition to the Certification Parties, can reasonably rely) to the Master Servicer on or before the fifth (5th) Business Day preceding March 1st. If the Sub-Servicer is a Servicing Function Participant, such Performance Certification shall also be provided to each affected Certifying Party by the time required by the Pooling and Servicing Agreement, and if the Sub-Servicer is not a Servicing Function Participant or an Additional Servicer, such Performance Certification shall be delivered only to the Master Servicer. In addition, the Sub-Servicer (a) shall provide such information and assistance as may be reasonably required to cooperate with the Master Servicer in complying with Section 11.06 of the Pooling and Servicing Agreement and (b) shall cooperate with the Master Servicer’s reasonable requests in performing its due diligence for its certification under Section 11.06 of the Pooling and Servicing Agreement. Any Form 8-K Disclosure Information and related Additional Disclosure Notification required to be delivered by the Sub-Servicer shall be delivered to the Master Servicer (and, if the Sub-Servicer is a Servicing Function Participant or an Additional Servicer, also to the Depositor, the Certificate Administrator and each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan)Administrator) within the time provided in Section 11.07 of the Pooling and Servicing Agreement. The Sub-Servicer (without regard to whether the Sub-Servicer is an Additional Servicer or Servicing Function Participant) shall deliver its Officer’s Certificate required by Section 11.09 of the Pooling and Servicing Agreement to the Master Servicer on or before the fifth (5th) Business Day preceding March 1st each year. If the Sub-Servicer is an Additional Servicer or Servicing Function Participant, the Sub-Servicer shall also deliver such Officer’s Certificate to the Trustee, Certificate Xxxxxxxxxxxxx, Xxxxxxxxx, 00x-0 Information Provider and each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) within the time provided in Section 11.09 of the Pooling and Servicing Agreement, and if the Sub-Servicer is not an Additional Servicer or Servicing Function Participant, such Officer’s Certificate shall be delivered only to the Master Servicer. The Sub-Servicer (without regard to whether the Sub-Servicer is a Servicing Function Participant) shall deliver the items required under Sections 11.10 and 11.11 of the Pooling and Servicing Agreement regarding itself (the “report on an assessment of compliance with Relevant Servicing Criteria” and “accountants’ report”) to the Master Servicer on or before the fifth (5th) Business Day preceding March 1st each year. If the Sub-Servicer is a Servicing Function Participant or an Additional Servicer, the report on an assessment of compliance with Relevant Servicing Criteria and accountants’ report shall also be delivered to the Trustee, Certificate Xxxxxxxxxxxxx, Xxxxxxxxx, 00x-0 Information Provider and each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) within the time provided in Sections 11.10 and 11.11 of the Pooling and Servicing Agreement, and if the Sub-Servicer is not a Servicing Function Participant or an Additional Servicer, the report on an assessment of compliance with Relevant Servicing Criteria and accountants’ report shall be delivered only to the Master Servicer. Subject to other provisions of this Agreement restricting the right of the Sub-Servicer to retain subservicers or subcontractors, the provisions of Article XI of the Pooling and Servicing Agreement regarding retaining a “Sub-Servicer,” “Subcontractor,” “Additional Servicer” or “Servicing Function Participant” shall be applicable to any sub-servicer, subcontractor or agent hired by the Sub-Servicer to perform any of its obligations hereunder and the Sub-Servicer shall comply with such provisions. If the Sub-Servicer is (or was during any time relevant to the second and third paragraphs of Section 11.12 of the Pooling and Servicing Agreement) an Additional Servicer or Servicing Function Participant, the Sub-Servicer shall perform all of the obligations of an Affected Reporting Party contained in the second and third paragraphs of Section 11.12 of the Pooling and Servicing Agreement. The Sub-Servicer shall also obtain the consent of the Master Servicer (which shall not be unreasonably denied, withheld or delayed) when the Depositor’s or Other Depositor’s consent is required under this paragraph. The Sub- Servicer shall cooperate with the Master Servicer and each other party listed in Section 11.15(a) of the Pooling and Servicing Agreement in accordance with Section 11.15(a) of the Pooling and Servicing Agreement. If the Serviced Companion Loan constitutes a Serviced Securitized Companion Loan, the Sub-Servicer shall provide to the Master Servicer all information, reports, statements and certificates with respect to the Sub-Servicer and such Serviced Companion Loan comparable to any information, reports, statements or certificates required to be provided by the Master Servicer pursuant to Section 11.15 of the Pooling and Servicing Agreement, even if the Sub-Servicer is not otherwise required to provide such information, reports or certificates to any Person in order to comply with Regulation AB. Such information, reports or certificates shall be provided to the Master Servicer no later than five (5) Business Days prior to the date on which the Master Servicer is required to deliver its comparable information, reports, statements or certificates pursuant to Section 11.15 of the Pooling and Servicing Agreement. To the extent the Sub-Servicer is a Servicing Function Participant, the Sub-Servicer shall cooperate with each other party listed in Sections 11.15(b)-(f) of the Pooling and Servicing Agreement in accordance with Sections 11.15(b)-(f) of the Pooling and Servicing Agreement. If any Mortgaged Property that secures a Serviced Companion Loan is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB), the Sub- Servicer shall comply with Section 11.15(h) of the Pooling and Servicing Agreement and shall deliver such information and reports as provided therein to the Master Servicer at least five (5) Business Days before the Master Servicer must deliver such items. The Sub-Servicer shall indemnify and hold harmless the Master Servicer (including any of its partners, directors, officers, employees or agents) against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Master Servicer or such other Person arising out of (i) an actual breach by the Sub-Servicer of its obligations under this Section 3.01(c)(39), (ii) negligence, bad faith or willful misconduct on the part of the Sub-Servicer in the performance of such obligations or (iii) delivery of any Deficient Exchange Act Deliverable. The Sub-Servicer shall indemnify and hold harmless each Certification Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees and expenses incurred by such Certification Party arising out of (i) a breach of its obligations to provide any of the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation reports pursuant to this Agreement, (ii) negligence, bad faith or willful misconduct on its part in the performance of such obligations, (iii) any failure by a Servicer (as defined in Section 11.02(b) of the Pooling and Servicing Agreement) to identify a Servicing Function Participant retained by it pursuant to Section 11.02(c) of the Pooling and Servicing Agreement or (iv) delivery of any Deficient Exchange Act Deliverable. The Master Servicer shall notify the Sub-Servicer if the Sub-Servicer becomes a Servicing Function Participant, an Additional Servicer, and/or a Reporting Servicer. Upon request, the Master Servicer shall provide the Sub-Servicer with current mailing addresses of the Trustee, the Depositor, the Certificate Administrator, the applicable Other Depositor and/or Other Certificate Administrator to whom the Sub-Servicer must deliver Exchange Act-related reports as a result of becoming a Servicing Function Participant, an Additional Servicer and/or a Reporting Servicer. If the indemnification provided for in this Section 3.01(c)(39) is unavailable or insufficient to hold harmless any Certification Party or the Master Servicer, then the Sub-Servicer shall contribute to the amount paid or payable to the indemnified party as a result of the losses, claims, damages or liabilities of the indemnified party in such proportion as is appropriate to reflect the relative fault of the indemnified party on the one hand and the Sub-Servicer on the other in connection with a breach of the Sub-Servicer’s obligations pursuant to this Section 3.01(c)(39).