Common use of Limitation on Liability of Depositor, Master Servicer and Special Servicer Clause in Contracts

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and duties. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, or any Certificateholder, subject to the provisions of Section 8.05(b).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the Companion Holders Serviced Non-Trust Mortgage Loan Noteholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders Serviced Non-Trust Mortgage Loan Noteholders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement), other than any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties; provided that, if a Serviced Loan Combination is involved, such indemnity shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the extent not solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto) included in such Serviced Loan Combination, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account(s) are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto), the fact that any related legal action was instituted by a related Serviced Non-Trust Mortgage Loan Noteholder shall not create a presumption that such indemnity is solely attributable thereto. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action action, unless such action is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal actionaction or (ii) such action will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder(or, if a Serviced Loan Combination is affected, the rights of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole)). In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Pool Custodial Account as provided in Section 3.053.05(a); provided, however, that if and to the extent a Serviced Loan Combination and/or a Serviced Non-Trust Mortgage Loan Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the extent attributable to one or more Trust Mortgage Loans and/or REO Trust Mortgage Loans, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or for any action taken or omitted to be taken by the Depositor, the Trustee, any Certificateholder or any Certificateholder, subject to Serviced Non-Trust Mortgage Loan Noteholder (unless they are the provisions of Section 8.05(bsame Person or Affiliates).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the Companion Holders Loan Noteholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders Loan Noteholders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement), other than any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties; provided that if a Serviced Loan Group is involved, such indemnity shall be payable out of the related Loan Group Custodial Account pursuant to Section 3.05A and, to the extent not solely attributable to the Companion Loan in such Serviced Loan Group, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Group Custodial Account are insufficient therefor and such indemnity shall be deemed to not be "solely attributable" to a Companion Loan merely by virtue of an action being brought by or against the related Companion Loan Noteholder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any administrative or legal action action, proceeding, hearing or examination unless such action is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal actionaction or (ii) such action will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder(or, if a Loan Group is affected, the rights of the Certificateholders and the related Companion Loan Noteholders (as a collective whole)). In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Pool Custodial Account as provided in Section 3.05; provided, however, that if a Loan Group and/or the related Companion Loan Noteholders are involved, such expenses, costs and liabilities shall be payable out of the related Loan Group Custodial Account pursuant to Section 3.05A and, to the extent attributable to the Mortgage Loan in such Loan Group, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Group Custodial Account are insufficient therefor. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or for any action taken or omitted to be taken by the Depositor, the Trustee, any Certificateholder or any Certificateholderthe Companion Loan Noteholders, subject to the provisions of Section 8.05(b8.05(c). Each Lead Master Servicer, Lead Special Servicer and any director, manager, member, officer, employee or agent of a Lead Master Servicer or Lead Special Servicer shall be indemnified and held harmless by the Trust Fund against the Trust Fund's pro rata share of any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim that (1) relates to the applicable Lead PSA and/or this Agreement and (2) relates solely to the servicing of the applicable Non-Serviced Loan Group, other than any losses incurred by reason of such Lead Master Servicer's or Lead Special Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under the applicable Lead PSA. In the event that the terms of a Subsequent PSA (provided the Master Servicer and Special Servicer have been provided with a copy of such Subsequent PSA) or Lead PSA provide for the indemnification of the Master Servicer and/or the Special Servicer, the Master Servicer and Special Servicer shall diligently pursue their rights under such Subsequent PSA or Lead PSA for the related trust's proportionate share of any indemnification sought by the Master Servicer or Special Servicer in connection with a Loan Group.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the Companion Holders Serviced Non-Trust Mortgage Loan Noteholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders Serviced Non-Trust Mortgage Loan Noteholders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with (a) any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement)) or (b) any mediation and/or arbitration, pursuant to Section 2.03(i) hereof or Section 5(i) of a UMLS/Depositor Mortgage Loan Purchase Agreement, relating to this Agreement or the Certificates, other than than, in any such case, any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action, claim, mediation or arbitration against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action, claim, mediation or arbitration against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties; provided that, if a Serviced Loan Combination is involved, such indemnity shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the extent not solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto) included in such Serviced Loan Combination, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account(s) are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto), the fact that any related legal action was instituted by or against a related Serviced Non-Trust Mortgage Loan Noteholder shall not create a presumption that such indemnity is solely attributable thereto. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action action, mediation or arbitration, unless such action action, mediation or arbitration, as the case may be, is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal action, mediation or arbitration, as the case may be, or (ii) such action, mediation or arbitration, as the case may be, will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, howeversubject to Section 2.03(i) of this Agreement and Section 5(i) of each UMLS/Depositor Mortgage Loan Purchase Agreement, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such legal action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder(or, if a Serviced Loan Combination is affected, the rights of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole)). In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Pool Custodial Account as provided in Section 3.053.05(a); provided, however, that if and to the extent a Serviced Loan Combination and/or a Serviced Non-Trust Mortgage Loan Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the extent attributable to one or more Trust Mortgage Loans and/or REO Trust Mortgage Loans, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or for any action taken or omitted to be taken by the Depositor, the Trustee, any Certificateholder or any Certificateholder, subject to Serviced Non-Trust Mortgage Loan Noteholder (unless they are the provisions of Section 8.05(bsame Person or Affiliates).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the Companion Holders Serviced Non-Trust Mortgage Loan Noteholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders Serviced Non-Trust Mortgage Loan Noteholders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with (a) any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement)) or (b) any mediation and/or arbitration, pursuant to Section 2.03(i) hereof or Section 5(i) of the UBS/Depositor Mortgage Loan Purchase Agreement, relating to this Agreement or the Certificates, other than than, in any such case, any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action, claim, mediation or arbitration against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action, claim, mediation or arbitration against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties; provided that, if a Serviced Loan Combination is involved, such indemnity shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the extent not solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto) included in such Serviced Loan Combination, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account(s) are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto), the fact that any related legal action was instituted by or against a related Serviced Non-Trust Mortgage Loan Noteholder shall not create a presumption that such indemnity is solely attributable thereto. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action action, mediation or arbitration, unless such action is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal actionaction or (ii) such action will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action liability for which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders would not be reimbursed hereunder. In such event, Notwithstanding the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, or any Certificateholderforegoing, subject to the provisions of Section 8.05(b).Section

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the Companion Holders Serviced Non-Trust Mortgage Loan Noteholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders Serviced Non-Trust Mortgage Loan Noteholders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with (a) any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement)) or (b) any mediation and/or arbitration, pursuant to Section 2.03(i) hereof or Section 5(i) of a UMLS/Depositor Mortgage Loan Purchase Agreement, relating to this Agreement or the Certificates, other than than, in any such case, any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action, claim, mediation or arbitration against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action, claim, mediation or arbitration against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties; provided that, if a Serviced Loan Combination is involved, such indemnity shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the extent not solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto) included in such Serviced Loan Combination, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account(s) are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto), the fact that any related legal action was instituted by or against a related Serviced Non-Trust Mortgage Loan Noteholder shall not create a presumption that such indemnity is solely attributable thereto. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action action, mediation or arbitration, unless such action action, mediation or arbitration, as the case may be, is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal action, mediation or arbitration, as the case may be, or (ii) such action, mediation or arbitration, as the case may be, will not, in its opinion does not reasonable and good faith judgment, involve it in any -314- ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, howeversubject to Section 2.03(i) of this Agreement and Section 5(i) of each UMLS/Depositor Mortgage Loan Purchase Agreement, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such legal action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder(or, if a Serviced Loan Combination is affected, the rights of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole)). In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Pool Custodial Account as provided in Section 3.053.05(a); provided, however, that if and to the extent a Serviced Loan Combination and/or a Serviced Non-Trust Mortgage Loan Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the extent attributable to one or more Trust Mortgage Loans and/or REO Trust Mortgage Loans, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or for any action taken or omitted to be taken by the Depositor, the Trustee, any Certificateholder or any Certificateholder, subject to Serviced Non-Trust Mortgage Loan Noteholder (unless they are the provisions of Section 8.05(bsame Person or Affiliates).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the Companion Holders Loan Noteholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders Loan Noteholders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account (or, if and to the extent the matter relates to a Loan Pair, out of the related Loan Pair Custodial Account, and to the extent amounts on deposit therein are insufficient therefor, out of the Pool Custodial Account) against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement), other than any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties; provided that if a Loan Pair (other than the Windsor Capital Portfolio Loan Pair) is involved, such indemnity shall be payable out of the related Loan Pair Custodial Account pursuant to Section 3.05A and, to the extent not solely attributable to the Companion Loan in such Loan Pair, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Pair Custodial Account are insufficient therefor. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any administrative or legal action action, proceeding, hearing or examination unless such action is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal actionaction or (ii) such action will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder(or, if a Loan Pair is affected, the rights of the Certificateholders and the related Companion Loan Noteholders (as a collective whole)). In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Pool Custodial Account as provided in Section 3.05; provided, however, that if a Loan Pair and/or the related Companion Loan Noteholders are involved, such expenses, costs and liabilities shall be payable out of the related Loan Pair Custodial Account pursuant to Section 3.05A and, to the extent attributable to the Mortgage Loan in such Loan Pair, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Pair Custodial Account are insufficient therefor. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or for any action taken or omitted to be taken by the Depositor, the Trustee, any Certificateholder or any Certificateholderthe Companion Loan Noteholders, subject to the provisions of Section 8.05(b8.05(c).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, Trustee or the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Certificates, other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) incurred in connection with any breach by such party of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence on the part of such party in the performance of obligations or duties hereunder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fundconstitute a Servicing Advance, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of the last paragraph of Section 8.05(b)8.05.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the Companion Holders Serviced Non-Trust Mortgage Loan Noteholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders Serviced Non-Trust Mortgage Loan Noteholders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement), other than any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties; provided that, if a Serviced Loan Combination is involved, such indemnity shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the extent not solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto) included in such Serviced Loan Combination, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account(s) are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto), the fact that any related legal action was instituted by such Serviced Non-Trust Mortgage Loan Noteholder shall not create a presumption that such indemnity is solely attributable thereto. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action action, unless such action is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal actionaction or (ii) such action will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder(or, if a Serviced Loan Combination is affected, the rights of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole)). In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Pool Custodial Account as provided in Section 3.053.05(a); provided, however, that if and to the extent a Serviced Loan Combination and/or a Serviced Non-Trust Mortgage Loan Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the extent attributable to one or more Trust Mortgage Loans and/or REO Trust Mortgage Loans, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or for any action taken or omitted to be taken by the Depositor, the Trustee, any Certificateholder or any Certificateholder, subject to Serviced Non-Trust Mortgage Loan Noteholder (unless they are the provisions of Section 8.05(bsame Person or Affiliates).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the Companion Holders Serviced Non-Trust Mortgage Loan Noteholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders Serviced Non-Trust Mortgage Loan Noteholders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with (a) any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement)) or (b) any mediation and/or arbitration, pursuant to Section 2.03(i) hereof or Section 5(i) of the UBS/Depositor Mortgage Loan Purchase Agreement, relating to this Agreement or the Certificates, other than than, in any such case, any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action, claim, mediation or arbitration against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action, claim, mediation or arbitration against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties; provided that, if a Serviced Loan Combination is involved, such indemnity shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the extent not solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto) included in such Serviced Loan Combination, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account(s) are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto), the fact that any related legal action was instituted by or against a related Serviced Non-Trust Mortgage Loan Noteholder shall not create a presumption that such indemnity is solely attributable thereto. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action action, mediation or arbitration, unless such action action, mediation or arbitration, as the case may be, is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal action, mediation or arbitration, as the case may be, or (ii) such action, mediation or arbitration, as the case may be, will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, howeversubject to Section 2.03(i) of this Agreement and Section 5(i) of the UBS/Depositor Mortgage Loan Purchase Agreement, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such legal action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder(or, if a Serviced Loan Combination is affected, the rights of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole)). In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Pool Custodial Account as provided in Section 3.053.05(a); provided, however, that if and to the extent a Serviced Loan Combination and/or a Serviced Non-Trust Mortgage Loan Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the extent attributable to one or more Trust Mortgage Loans and/or REO Trust Mortgage Loans, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or for any action taken or omitted to be taken by the Depositor, the Trustee, any Certificateholder or any Certificateholder, subject to Serviced Non-Trust Mortgage Loan Noteholder (unless they are the provisions of Section 8.05(bsame Person or Affiliates).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and duties. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, or any Certificateholder, subject to the provisions of Section 8.05(b). The 2007-C30 Master Servicer, the 2007-C30 Special Servicer, the 2007-C30 Depositor and the 2007-C30 Trustee, and any of their respective directors, officers, employees or agents (collectively, the “2007-C30 Indemnified Parties”), shall be indemnified by the Trust and held harmless against the Trust’s pro rata share (subject to the Five Times Square Intercreditor Agreement and the Xxxxx Xxxxxx Village & Stuyvesant Town Intercreditor Agreement, as applicable) of any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to the Five Times Square Whole Loan or the Xxxxx Xxxxxx Village & Stuyvesant Town Whole Loan, as applicable, under the 2007-C30 Pooling and Servicing Agreement or this Agreement (but excluding any such losses allocable to the Five Times Square Pari Passu Companion Loans, the Five Times Square Subordinate Companion Loan and the Xxxxx Xxxxxx Village & Stuyvesant Town Pari Passu Companion Loans, as applicable), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of any 2007-C30 Indemnified Party’s willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties under the 2007-C30 Pooling and Servicing Agreement. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the 2007-C30 Master Servicer, the 2007-C30 Trustee and the 2007-C30 Special Servicer. The Xxxxxx Xxxxxxx 2007-IQ14 Master Servicer, the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer, the Xxxxxx Xxxxxxx 2007-IQ14 Depositor and the Xxxxxx Xxxxxxx 2007-IQ14 Trustee, and any of their respective directors, officers, employees or agents (collectively, the “Xxxxxx Xxxxxxx 2007-IQ14 Indemnified Parties”), shall be indemnified by the Trust and held harmless against the Trust’s pro rata share (subject to the Beacon D.C. & Seattle Pool Intercreditor Agreement) of any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to the Beacon D.C. & Seattle Pool Whole Loan under the Xxxxxx Xxxxxxx 2007-IQ14 Pooling and Servicing Agreement or this Agreement (but excluding any such losses allocable to the Beacon D.C. & Seattle Pool Pari Passu Companion Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of any Xxxxxx Xxxxxxx 2007-IQ14 Indemnified Party’s willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties under the Xxxxxx Xxxxxxx 2007-IQ14 Pooling and Servicing Agreement. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Xxxxxx Xxxxxxx 2007-IQ14 Master Servicer, the Xxxxxx Xxxxxxx 2007-IQ14 Trustee and the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer. The GECMC 2007-C1 Master Servicer, the GECMC 2007-C1 Special Servicer, the GECMC 2007-C1 Depositor and the GECMC 2007-C1 Trustee, and any of their respective directors, officers, employees or agents (collectively, the “GECMC 2007-C1 Indemnified Parties”), shall be indemnified by the Trust and held harmless against the Trust’s pro rata share (subject to the 000 Xxxxx Xxxxxx Pari Passu Intercreditor Agreement) of any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to the 000 Xxxxx Xxxxxx Whole Loan under the GECMC 2007-C1 Pooling and Servicing Agreement or this Agreement (but excluding any such losses allocable to the 000 Xxxxx Xxxxxx Pari Passu Companion Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of any GECMC 2007-C1 Indemnified Party’s willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties under the GECMC 2007-C1 Pooling and Servicing Agreement. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the GECMC 2007-C1 Master Servicer, the GECMC 2007-C1 Trustee and the GECMC 2007-C1 Special Servicer.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the Companion Holders Serviced Non-Trust Mortgage Loan Noteholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders Serviced Non-Trust Mortgage Loan Noteholders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with (a) any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement)) or (b) any mediation and/or arbitration, pursuant to Section 2.03(i) hereof, Section 5(i) of the UBS/Depositor Mortgage Loan Purchase Agreement or Section 5(i) of the KeyBank/Depositor Mortgage Loan Purchase Agreement, relating to this Agreement or the Certificates, other than than, in any such case, any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action, claim, mediation or arbitration against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action, claim, mediation or arbitration against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties; provided that, if a Serviced Loan Combination is involved, such indemnity shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the extent not solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto) included in such Serviced Loan Combination, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account(s) are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto), the fact that any related legal action was instituted by or against a related Serviced Non-Trust Mortgage Loan Noteholder shall not create a presumption that such indemnity is solely attributable thereto. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action action, mediation or arbitration, unless such action action, mediation or arbitration, as the case may be, is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal action, mediation or arbitration, as the case may be, or (ii) such action, mediation or arbitration, as the case may be, will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, howeversubject to Section 2.03(i) of this Agreement, that Section 5(i) of the UBS/Depositor Mortgage Loan Purchase Agreement and Section 5(i) of the KeyBank/Depositor Mortgage Loan Purchase Agreement, the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such legal action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder(or, if a Serviced Loan Combination is affected, the rights of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole)). In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Pool Custodial Account as provided in Section 3.053.05(a); provided, however, that if and to the extent a Serviced Loan Combination and/or a Serviced Non-Trust Mortgage Loan Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the extent attributable to one or more Trust Mortgage Loans and/or REO Trust Mortgage Loans, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or for any action taken or omitted to be taken by the Depositor, the Trustee, any Certificateholder or any Certificateholder, subject to Serviced Non-Trust Mortgage Loan Noteholder (unless they are the provisions of Section 8.05(bsame Person or Affiliates).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and duties. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders and Companion Holders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, any Certificateholder or any CertificateholderCompanion Holder, subject to the provisions of Section 8.05(b). Each Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Depositor and Non-Serviced Trustee, and any of their respective directors, officers, employees or agents (collectively, the "Non-Serviced Indemnified Parties"), shall be indemnified by the Trust and held harmless against the Trust's pro rata share (subject to the related Intercreditor Agreement) of any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to the related Whole Loan under the related Non-Serviced Pooling and Servicing Agreement or this Agreement (but excluding any such losses allocable to the related Non-Serviced Companion Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason of any Non-Serviced Indemnified Party's willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties under the related Non-Serviced Pooling and Servicing Agreement. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of such Non-Serviced Master Servicer, Non-Serviced Trustee or Non-Serviced Special Servicer.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the Companion Holders Serviced Non-Trust Mortgage Loan Noteholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders Serviced Non-Trust Mortgage Loan Noteholders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement), other than any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties; provided that, if a Serviced Loan Combination is involved, such indemnity shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the extent not solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto) included in such Serviced Loan Combination, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account(s) are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto), the fact that any related legal action was instituted by a related Serviced Non-Trust Mortgage Loan Noteholder shall not create a presumption that such indemnity is solely attributable thereto. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action action, unless such action is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal actionaction or (ii) such action will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder(or, if a Serviced Loan Combination is affected, the rights of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder (as a collective whole)). In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Pool Custodial Account as provided in Section 3.053.05(a); provided, however, that if and to the extent a Serviced Loan Combination and/or a Serviced Non-Trust Mortgage Loan Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the extent attributable to one or more Trust Mortgage Loans and/or REO Trust Mortgage Loans, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or for any action taken or omitted to be taken by the Depositor, the Trustee, any Certificateholder or any Certificateholder, subject to Serviced Non-Trust Mortgage Loan Noteholder (unless they are the provisions of Section 8.05(bsame Person or Affiliates).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, Trustee or the Certificateholders or the Companion Holders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Custodial Account against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement), other than any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any administrative or legal action action, proceeding, hearing or examination unless such action is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal actionaction or (ii) such action will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunderCertificateholders. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Custodial Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or for any action taken or omitted to be taken by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of Section 8.05(b8.05(c).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of the last paragraph of Section 8.05(b)8.05.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders Loan Noteholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders Loan Noteholders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement), other than any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties; provided that if a Serviced Loan Combination is involved, such indemnity shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, to the extent not solely attributable to the Companion Loan in such Serviced Loan Combination, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor and such indemnity shall be deemed to not be "solely attributable" to a Companion Loan merely by virtue of an action being brought by or against the related Companion Loan Noteholder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any administrative or legal action action, proceeding, hearing or examination unless such action is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal actionaction or (ii) such action will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder(or, if a Loan Combination is affected, the rights of the Certificateholders and the related Companion Loan Noteholders (as a collective whole)). In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Pool Custodial Account as provided in Section 3.05; provided, however, that if a Loan Combination and/or the related Companion Loan Noteholders are involved, such expenses, costs and liabilities shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, to the extent attributable to the Mortgage Loan in such Loan Combination, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or for any action taken or omitted to be taken by the Depositor, the Trustee, any Certificateholder or any Certificateholderthe Companion Loan Noteholders, subject to the provisions of Section 8.05(b8.05(c). In the event that the terms of a Subsequent PSA (provided the Master Servicer and Special Servicer have been provided with a copy of such Subsequent PSA) provide for the indemnification of the Master Servicer and/or the Special Servicer, the Master Servicer and Special Servicer shall diligently pursue their rights under such Subsequent PSA for the related trust's proportionate share of any indemnification sought by the Master Servicer or Special Servicer in connection with a Loan Combination.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the a Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or or, with respect to any A/B Loan Combination, the Companion Holders related B-Noteholder(s) for any action taken, or not taken, in good faith pursuant to this Agreement (including any action taken, or not taken, in good faith pursuant to any Co-Lender Agreement as required pursuant to the terms of this 231 Agreement), or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the a Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or or, with respect to any A/B Loan Combination, the Companion Holders related B-Noteholder(s) for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of of, or negligent disregard of, obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the each Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the a Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the each Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the a Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than Advances (the reimbursement of which is otherwise provided for hereunder) and other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof hereof; (including without limitation, those ii) that constitutes (A) amounts payable as compensation to any Sub-Servicer retained by a Master Servicer or the Special Servicer or (B) expenses set forth described in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (iiiii) incurred in connection with any breach of a representation, warranty or covenant made by such Person herein; or (iiiiv) incurred by reason of such Person's willful misfeasance, bad faith or negligence in the performance of of, or negligent disregard of, obligations or duties hereunder; provided, however, that if and to the extent that any A/B Loan Combination and/or a related B-Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related A/B Custodial Account pursuant to Section 3.05(e) and, if not solely attributable to a B-Note Non-Trust Mortgage Loan (or any successor REO B-Note Non-Trust Mortgage Loan with respect thereto), shall also be payable out of the applicable Collection Account as and to the extent permitted by Section 3.05(a); and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a B-Note Non-Trust Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), the fact that any legal action was instituted by such B-Noteholder shall not create a presumption that such indemnity is solely attributable thereto. None of the Depositor, the either Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the a Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust FundTrust, and the Depositor, the Master Servicer Servicers and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate applicable Collection Account as provided in Section 3.053.05(a); provided, however, that if and to the extent that any A/B Loan Combination and/or a related B-Noteholder is involved, such expenses and costs (to the extent reasonable and customary), and such liabilities shall be payable out of the related A/B Custodial Account pursuant to Section 3.05(e) and, if not solely attributable to a B-Note Non-Trust Mortgage Loan (or any successor REO B-Note Non-Trust Mortgage Loan with respect thereto), shall also be payable out of the applicable Collection Account as and to the extent permitted by Section 3.05(a). In no event shall the a Master Servicer or the Special Servicer be liable or responsible for any 232 action taken or omitted to be taken by the other of them or by the Depositor, the TrusteeCertificate Administrator, the Trustee or any Certificateholder, subject to the provisions of Section 8.05(b).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, Trustee or the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith faith, negligence or negligence a material breach of the Servicing Standard in the performance of obligations or duties hereunder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable (and which does not materially breach the Servicing Standard) with respect to the enforcement and/or 187 protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of the last paragraph of Section 8.05(b)8.05.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders Loan Noteholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders Loan Noteholders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement), other than any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties; provided that if a Serviced Loan Combination is involved, such indemnity shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, to the extent not solely attributable to the Companion Loan in such Serviced Loan Combination, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor and such indemnity shall be deemed to not be "solely attributable" to a Companion Loan merely by virtue of an action being brought by or against the related Companion Loan Noteholder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any administrative or legal action action, proceeding, hearing or examination unless such action is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal actionaction or (ii) such action will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder(or, if a Loan Combination is affected, the rights of the Certificateholders and the related Companion Loan Noteholders (as a collective whole)). In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Pool Custodial Account as provided in Section 3.05; provided, however, that if a Loan Combination and/or the related Companion Loan Noteholders are involved, such expenses, costs and liabilities shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, to the extent attributable to the Mortgage Loan in such Loan Combination, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or for any action taken or omitted to be taken by the Depositor, the Trustee, any Certificateholder or any Certificateholderthe Companion Loan Noteholders, subject to the provisions of Section 8.05(b8.05(c). Each Lead Master Servicer, Lead Special Servicer and any director, manager, member, officer, employee or agent of a Lead Master Servicer or Lead Special Servicer shall be indemnified and held harmless by the Trust Fund against the Trust Fund's pro rata share of any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim that (1) relates to the applicable Lead PSA and/or this Agreement and (2) relates solely to the servicing of the applicable Non-Serviced Loan Combination, other than any losses incurred by reason of such Lead Master Servicer's or Lead Special Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under the applicable Lead PSA. In the event that the terms of a Subsequent PSA (provided the Master Servicer and Special Servicer have been provided with a copy of such Subsequent PSA) or Lead PSA provide for the indemnification of the Master Servicer and/or the Special Servicer, the Master Servicer and Special Servicer shall diligently pursue their rights under such Subsequent PSA or Lead PSA for the related trust's proportionate share of any indemnification sought by the Master Servicer or Special Servicer in connection with a Loan Combination.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the Companion Holders Loan Noteholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders Loan Noteholders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account (or, if and to the extent the matter relates to a Loan Pair, out of the related Loan Pair Custodial Account, and to the extent amounts on deposit therein are insufficient therefor, out of the Pool Custodial Account) against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement), other than any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties provided that if a Loan Pair (other than the 311 South Wacker Dxxxx X/X Xxxx) xx xxxxlved, such indemnity shall be payable out of the related Loan Pair Custodial Account pursuant to Section 3.05A and, to the extent not solely attributable to the Companion Loan in such Loan Pair, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Pair Custodial Account are insufficient therefor. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any administrative or legal action action, proceeding, hearing or examination, unless such action is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal actionaction or (ii) such action will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder(or, if a Loan Pair is affected, the rights of the Certificateholders and the related Companion Loan Noteholders (as a collective whole)). In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Pool Custodial Account as provided in Section 3.05; provided, however, that if a Loan Pair and/or the related Companion Loan Noteholders are involved, such expenses, costs and liabilities shall be payable out of the related Loan Pair Custodial Account pursuant to Section 3.05A and, to the extent attributable to the Mortgage Loan in such Loan Pair, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Pair Custodial Account are insufficient therefor. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or for any action taken or omitted to be taken by the Depositor, the Trustee, any Certificateholder or any Certificateholderthe Companion Loan Noteholders, subject to the provisions of Section 8.05(b8.05(c).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and duties. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, or any Certificateholder, subject to the provisions of Section 8.05(b). With respect to the U-Haul Portfolio Loan, pursuant to the terms of the MSCI 2005-HQ6 Pooling and Servicing Agreement, the MSCI 2005-HQ6 Master Servicer, the MSCI 2005-HQ6 Special Servicer and any director, officer, employee or agent of the MSCI 2005-HQ6 Master Servicer or the MSCI 2005-HQ6 Special Servicer shall be indemnified and held harmless by the Trust Fund against the U-Haul Portfolio Pari Passu Companion Loan's pro rata share of any and all claims, 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 that (i) relates to the MSCI 2005-HQ6 Pooling and Servicing Agreement and/or this Agreement and (2) relates solely to the servicing of the U-Haul Portfolio Whole Loan, other than any loss, liability or expense incurred by reason of the MSCI 2005-HQ6 Master Servicer's willful misfeasance, bad faith or negligence in the performance of duties under the MSCI 2005-HQ6 Pooling and Servicing Agreement.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and duties; provided, however, that if such losses and liabilities relate solely to the Four Seasons Resort and Club - Dallas, TX Loan, then such indemnification shall be payable first from amounts in the Certificate Account that relate to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component and then from other amounts in the Certificate Account; provided, further, that with respect to losses and liabilities relating solely to the Four Seasons Resort and Club - Dallas, TX Loan, to the extent amounts in the Certificate Account that relate to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component, respectively, are insufficient to pay for such indemnification, and such indemnification is paid from other amounts in the Certificate Account, subsequent collections on the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component shall be used to reimburse the Trust Fund for any such indemnification. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder; provided, however, that if such losses and liabilities relate solely to the Four Seasons Resort and Club - Dallas, TX Loan, then such indemnification shall be payable first from amounts in the Certificate Account that relate to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component and then from other amounts in the Certificate Account; provided, further, that with respect to losses and liabilities relating solely to the Four Seasons Resort and Club - Dallas, TX Loan, to the extent amounts in the Certificate Account that relate to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component are insufficient to pay for such indemnification, and such indemnification is paid from other amounts in the Certificate Account, subsequent collections on the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component shall be used to reimburse the Trust Fund for any such indemnification. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, or any Certificateholder, subject to the provisions of Section 8.05(b).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, Trustee or the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Certificates, other than any loss, liability or expense: (i) incidental to its duties and obligations hereunder; (ii) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (iiiii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iiiiv) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder; or (v) incurred in connection with any violation of any state or federal securities law. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of the last paragraph of Section 8.05(b)8.05.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the _______________ Companion Holders Loan Noteholder for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the _______________ Companion Holders Loan Noteholder for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account (or, if and to the extent the matter relates to the _______________ Loan Pair, out of the _______________ Custodial Account) against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement), other than any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action action, unless such action is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal actionaction or (ii) such action will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder(or, if the _______________ Loan Pair is affected, the rights of the Certificateholders and the _______________ Companion Loan Noteholder (as a collective whole)). In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Pool Custodial Account as provided in Section 3.05; provided, however, that if the _______________ Loan Pair and/or the _______________ Companion Loan Noteholder is involved, such expenses, costs and liabilities shall be payable out of the _______________ Custodial Account pursuant to Section 3.05A and, to the extent attributable to the Mortgage Loan in such Loan Pair, shall also be payable out of the Pool Custodial Account if amounts on deposit in the _______________ Custodial Account are insufficient therefor. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or for any action taken or omitted to be taken by the Depositor, the Trustee, any Certificateholder or any Certificateholderthe _______________ Companion Loan Noteholder, subject to the provisions of Section 8.05(b8.05(c).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, Servicer or any directorof their directors, officerofficers, employee employees or agent of any of them, agents shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, Trustee or the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Certificates, other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) incurred in connection with any breach by such party of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence on the part of such party in the performance of obligations or duties hereunder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fundconstitute a Servicing Advance, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of the last paragraph of Section 8.05(b)8.05.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer, the Special Servicer or the Special Servicer, or any director, officer, employee or agent of any of themtheir respective directors, officers, employees or agents shall be under any liability to the Trust Fund, the Trustee or Trustee, the Paying Agent, the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or Servicer, the Special Servicer or any such Person against any liability to the Trust Fund, the Trustee, the Paying Agent, the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or the negligent disregard of such obligations and duties. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or Agreement, the Certificates or any asset of the Trust Fund (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunderhereunder or the negligent disregard of such obligations and duties. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, the Paying Agent or any Certificateholder, subject to the provisions of the last paragraph of Section 8.05(b)8.05.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the Companion Holders Loan Noteholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders Loan Noteholders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement), other than any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties; provided that if a Serviced Loan Group is involved, such indemnity shall be payable out of the related Loan Group Custodial Account pursuant to Section 3.05A and, to the extent not solely attributable to the Companion Loan in such Serviced Loan Group, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Group Custodial Account are insufficient therefor. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any administrative or legal action action, proceeding, hearing or examination unless such action is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal actionaction or (ii) such action will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder(or, if a Loan Group is affected, the rights of the Certificateholders and the related Companion Loan Noteholders (as a collective whole)). In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Pool Custodial Account as provided in Section 3.05; provided, however, that if a Loan Group and/or the related Companion Loan Noteholders are involved, such expenses, costs and liabilities shall be payable out of the related Loan Group Custodial Account pursuant to Section 3.05A and, to the extent attributable to the Mortgage Loan in such Loan Group, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Group Custodial Account are insufficient therefor. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or for any action taken or omitted to be taken by the Depositor, the Trustee, any Certificateholder or any Certificateholderthe Companion Loan Noteholders, subject to the provisions of Section 8.05(b8.05(c). Each Lead Master Servicer, Lead Special Servicer and any director, manager, member, officer, employee or agent of a Lead Master Servicer or Lead Special Servicer shall be indemnified and held harmless by the Trust Fund against the Trust Fund's pro rata share of any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim that (1) relates to the applicable Lead PSA and/or this Agreement and (2) relates solely to the servicing of the applicable Non-Serviced Loan Group, other than any losses incurred by reason of such Lead Master Servicer's or Lead Special Servicer's willful misfeasance, bad faith or negligence in the performance of its duties under the applicable Lead PSA. In the event that the terms of a Subsequent PSA (provided the Master Servicer has been provided with a copy of such Subsequent PSA) or Lead PSA provide for the indemnification of the Master Servicer and/or the Special Servicer, the Master Servicer and Special Servicer shall diligently pursue their rights under such Subsequent PSA or Lead PSA for the related trust's proportionate share of any indemnification sought by the Master Servicer or Special Servicer in connection with a Loan Group.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, Trustee or the Certificateholders or the Companion Holders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Custodial Account against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with (a) any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement)) or (b) any mediation and/or arbitration, pursuant to Section 5(i) of the Mortgage Loan Purchase Agreement, relating to this Agreement or the Certificates, other than than, in any such case, any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action, claim, mediation or arbitration against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action, claim, mediation or arbitration against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action action, mediation or arbitration, unless such action action, mediation or arbitration, as the case may be, is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal action, mediation or arbitration, as the case may be, or (ii) such action, mediation or arbitration, as the case may be, will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, howeversubject to Section 5(i) of the Mortgage Loan Purchase Agreement, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such legal action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder(as a collective whole). In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Custodial Account as provided in Section 3.053.05(a). In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or for any action taken or omitted to be taken by the Depositor, the Trustee, Trustee or any Certificateholder, subject to Certificateholder (unless they are the provisions of Section 8.05(bsame Person or Affiliates).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or or, with respect to any A/B Loan Combination, the Companion Holders related B-Noteholder(s) for any action taken, or not taken, in good faith pursuant to this Agreement (including any action taken, or not taken, in good faith pursuant to any Co-Lender Agreement as required pursuant to the terms of this Agreement), or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or or, with respect to any A/B Loan Combination, the Companion Holders related B-Noteholder(s) for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of of, or negligent disregard of, obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than Advances (the reimbursement of which is otherwise provided for hereunder) and other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof hereof; (including without limitation, those ii) that constitutes (A) amounts payable as compensation to any Sub-Servicer retained by the Master Servicer or the Special Servicer or (B) expenses set forth described in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (iiiii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iiiiv) incurred by reason of willful misfeasance, bad faith or negligence in the performance of of, or negligent disregard of, obligations or duties hereunder; provided, however, that if and to the extent that any A/B Loan Combination and/or a related B-Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related A/B Custodial Account pursuant to Section 3.05(g) and, if not solely attributable to a B-Note Loan (or any successor REO B-Note Loan with respect thereto), shall also be payable out of the Certificate Account as and to the extent permitted by Section 3.05(a); and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a B-Note Loan (or any successor REO Loan with respect thereto), the fact that any legal action was instituted by such B-Noteholder shall not create a presumption that such indemnity is solely attributable thereto. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust FundTrust, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.053.05(a); provided, however, that if and to the extent that any A/B Loan Combination and/or a related B-Noteholder is involved, such expenses and costs (to the extent reasonable and customary), and such liabilities shall be payable out of the related A/B Custodial Account pursuant to Section 3.05(g) and, if not solely attributable to a B-Note Loan (or any successor REO B-Note Loan with respect thereto), shall also be payable out of the Certificate Account as and to the extent permitted by Section 3.05(a). In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of Section 8.05(b).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the Companion Holders Non-Trust Mortgage Loan Noteholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders Non-Trust Mortgage Loan Noteholders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement), other than any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties; provided that, if a Loan Combination is involved, such indemnity shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the extent not solely attributable to one or more Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto) included in such Loan Combination, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account(s) are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to one or more Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto), the fact that any related legal action was instituted by a related Non-Trust Mortgage Loan Noteholder shall not create a presumption that such indemnity is solely attributable thereto. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action action, unless such action is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal actionaction or (ii) such action will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder(or, if a Loan Combination is affected, the rights of the Certificateholders and the related Non-Trust Mortgage Loan Noteholder(s) (as a collective whole)). In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Pool Custodial Account as provided in Section 3.053.05(a); provided, however, that if and to the extent a Loan Combination and/or a Non-Trust Mortgage Loan Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the extent attributable to one or more Trust Mortgage Loans and/or REO Trust Mortgage Loans, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or for any action taken or omitted to be taken by the Depositor, the Trustee, any Certificateholder or any Certificateholder, subject to Non-Trust Mortgage Loan Noteholder (unless they are the provisions of Section 8.05(bsame Person or Affiliates).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the a Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or or, with respect to any Serviced Loan Combination, the Companion Holders related Serviced Non-Trust Mortgage Loan Noteholder(s) for any action taken, or not taken, in good faith pursuant to this Agreement (including any action taken, or not taken, in good faith pursuant to any Co-Lender Agreement as required pursuant to the terms of this Agreement), or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the a Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or or, with respect to any Serviced Loan Combination, the Companion Holders related Serviced Non-Trust Mortgage Loan Noteholder(s) for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of of, or negligent disregard of, obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the each Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the a Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the each Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the a Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than Advances (the reimbursement of which is otherwise provided for hereunder) and other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof hereof; (including without limitation, those ii) that constitutes (A) amounts payable as compensation to any Sub-Servicer retained by a Master Servicer or the Special Servicer or (B) expenses set forth described in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (iiiii) incurred in connection with any breach of a representation, representation or warranty or covenant made by such Person herein; or (iiiiv) incurred by reason of such Person's willful misfeasance, bad faith or negligence in the performance of of, or negligent disregard of, obligations or duties hereunder; provided, however, that if and to the extent that any Serviced Loan Combination and/or a related Serviced Non-Trust Mortgage Loan Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related SLC Custodial Account pursuant to Section 3.05(e) and, if not solely attributable to a Serviced Non-Trust Mortgage Loan (or any successor REO Serviced Non-Trust Mortgage Loan with respect thereto), shall also be payable out of the applicable Collection Account as and to the extent permitted by Section 3.05(a); and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Serviced Non-Trust Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), the fact that any legal action was instituted by such Serviced Non-Trust Mortgage Loan Noteholder shall not create a presumption that such indemnity is solely attributable thereto. None of the Depositor, the any Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the a Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust FundTrust, and the Depositor, the Master Servicer Servicers and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate applicable Collection Account as provided in Section 3.053.05(a); provided, however, that if and to the extent that any Serviced Loan Combination and/or a related Serviced Non-Trust Mortgage Loan Noteholder is involved, such expenses and costs (to the extent reasonable and customary), and such liabilities shall be payable out of the related SLC Custodial Account pursuant to Section 3.05(e) and, if not solely attributable to a Serviced Non-Trust Mortgage Loan (or any successor REO Serviced Non-Trust Mortgage Loan with respect thereto), shall also be payable out of the applicable Collection Account as and to the extent permitted by Section 3.05(a). In no event shall the a Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the TrusteeCertificate Administrator, the Trustee or any Certificateholder, subject to the provisions of Section 8.05(b).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the Companion Holders Non-Trust Mortgage Loan Noteholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders Non-Trust Mortgage Loan Noteholders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with (a) any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement)) or (b) any mediation and/or arbitration, pursuant to Section 2.03(i) hereof or Section 5(i) of the UBS/Depositor Mortgage Loan Purchase Agreement, relating to this Agreement or the Certificates, other than than, in any such case, any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action, claim, mediation or arbitration against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action, claim, mediation or arbitration against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties; provided that, if a Loan Combination is involved, such indemnity shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the extent not solely attributable to one or more Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto) included in such Loan Combination, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account(s) are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to one or more Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto), the fact that any related legal action was instituted by a related Non-Trust Mortgage Loan Noteholder shall not create a presumption that such indemnity is solely attributable thereto. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action action, mediation or arbitration, unless such action is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal actionaction or (ii) such action will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, howeversubject to Section 2.03(i) of this Agreement and Section 5(i) of the UBS/Depositor Mortgage Loan Purchase Agreement, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder(or, if a Loan Combination is affected, the rights of the Certificateholders and the related Non-Trust Mortgage Loan Noteholder(s) (as a collective whole)). In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Pool Custodial Account as provided in Section 3.053.05(a); provided, however, that if and to the extent a Loan Combination and/or a Non-Trust Mortgage Loan Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the extent attributable to one or more Trust Mortgage Loans and/or REO Trust Mortgage Loans, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or for any action taken or omitted to be taken by the Depositor, the Trustee, any Certificateholder or any Certificateholder, subject to Non-Trust Mortgage Loan Noteholder (unless they are the provisions of Section 8.05(bsame Person or Affiliates).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the a Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or or, with respect to any Serviced Loan Combination, the Companion Holders related Serviced Non-Trust Mortgage Loan Noteholder(s) for any action taken, or not taken, in good faith pursuant to this Agreement (including any action taken, or not taken, in good faith pursuant to any Co-Lender Agreement as required pursuant to the terms of this Agreement), or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the a Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or or, with respect to any Serviced Loan Combination, the Companion Holders related Serviced Non-Trust Mortgage Loan Noteholder(s) for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of of, or negligent disregard of, obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the each Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the a Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the each Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the a Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than Advances (the reimbursement of which is otherwise provided for hereunder) and other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof hereof; (including without limitation, those ii) that constitutes (A) amounts payable as compensation to any Sub-Servicer retained by a Master Servicer or the Special Servicer or (B) expenses set forth described in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (iiiii) incurred in connection with any breach of a representation, representation or warranty or covenant made by such Person herein; or (iiiiv) incurred by reason of such Person's willful misfeasance, bad faith or negligence in the performance of of, or negligent disregard of, obligations or duties hereunder; provided, however, that if and to the extent that any Serviced Loan Combination and/or a related Serviced Non-Trust Mortgage Loan Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related SLC Custodial Account pursuant to Section 3.05(e) and, if not solely attributable to a Serviced Non-Trust Mortgage Loan (or any successor REO Serviced Non-Trust Mortgage Loan with respect thereto), shall also be payable out of the applicable Collection Account as and to the extent permitted by Section 3.05(a); and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Serviced Non-Trust Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), the fact that any legal action was instituted by such Serviced Non-Trust Mortgage Loan Noteholder shall not create a presumption that such indemnity is solely attributable thereto. None of the Depositor, the any Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the a Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust FundTrust, and the Depositor, the Master Servicer Servicers and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate applicable Collection Account as provided in Section 3.053.05(a); provided, however, that if and to the extent that any Serviced Loan Combination and/or a related Serviced Non-Trust Mortgage Loan Noteholder is involved, such expenses and costs (to the extent reasonable and customary), and such liabilities shall be payable out of the related SLC Custodial Account pursuant to Section 3.05(e) and, if not solely attributable to a Serviced Non-Trust Mortgage Loan (or any successor REO Serviced Non-Trust Mortgage Loan with respect thereto), shall also be payable out of the applicable Collection Account as and to the extent permitted by Section 3.05(a). In no event shall the a Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of Section 8.05(b).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, Trustee or the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of the last paragraph of Section 8.05(b)8.05.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.053.05(a). In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of Section 8.05(b).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee Fund or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, Fund or the Certificateholders or the Companion Holders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent reckless disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Custodial Account against any loss, liability or expense (including reasonable expense legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement), other than any such loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any breach on the part of the party seeking indemnification of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of willful misfeasance, bad faith or negligence on the part of the party seeking indemnification in the performance of its obligations or duties hereunderhereunder or reckless disregard of such obligations or duties. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any administrative or legal action action, proceeding, hearings or examination, unless such action is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal actionaction or (ii) such action will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunderCertificateholders. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Custodial Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of Section 8.05(b8.05(c).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and duties. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder; provided, however, that if such losses and liabilities relate solely to the 11 Madison Avenue Loan, then such inxxxxxxxxxxxxx xxxll be payable first from amounts in the Certificate Account that relate to the 11 Madison Avenue Non-Pooled Componexx xxx xxxx xxxx other amounts in the Certificate Account. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, or any Certificateholder, subject to the provisions of Section 8.05(b).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of of, or negligent disregard of, obligations or duties hereunder; provided, however, that if such losses and liabilities relate solely to the Starrett-Lehigh Building Subordinate Loan, then such indemnification shall be payable first from amounts in the Certificate Account that relate to the Starrett-Lehigh Building Subordinate Loan and then from other amounts in the Certificate Account. For the avoidance of doubt, such losses or liabilities shall not be deemed to relate solely to the Starrett-Lehigh Building Subordinate Loan for the sole reason that the related legal action was instituted by, or at the direction of, the Starrett-Lehigh Building Representative. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.053.05(a). In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of Section 8.05(b).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or or, with respect to any Loan Combination, the Companion Holders related Non-Trust Loan Noteholder(s) for any action taken, or not taken, in good faith pursuant to this Agreement (including any action taken, or not taken, in good faith pursuant to any Co-Lender Agreement as required pursuant to the terms of 201 this Agreement), or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or or, with respect to any Loan Combination, the Companion Holders related Non-Trust Loan Noteholder(s) for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of of, or negligent disregard of, obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than Advances (the reimbursement of which is otherwise provided for hereunder) and other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof hereof; (including without limitation, those ii) that constitutes (A) amounts payable as compensation to any Sub-Servicer retained by the Master Servicer or the Special Servicer or (B) expenses set forth described in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (iiiii) incurred in connection with any breach of a representation, warranty or covenant made by such Person herein; or (iiiiv) incurred by reason of such Person's willful misfeasance, bad faith or negligence in the performance of of, or negligent disregard of, obligations or duties hereunder; provided, however, that if and to the extent that any Loan Combination and/or a related Non-Trust Loan Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if not solely attributable to a Non-Trust Loan (or any successor REO Non-Trust Loan with respect thereto), shall also be payable out of the Collection Account as and to the extent permitted by Section 3.05(a); and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Non-Trust Loan (or any successor REO Loan with respect thereto), the fact that any legal action was instituted by such Non-Trust Loan Noteholder shall not create a presumption that such indemnity is solely attributable thereto. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust FundTrust, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Collection Account as provided in Section 3.053.05(a); provided, however, that if and to the extent that any Loan Combination and/or a related Non-Trust Loan Noteholder is involved, such expenses and costs (to the extent reasonable and customary), and such liabilities shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if not solely attributable to a Non-Trust Loan (or any successor REO Non-Trust Loan with respect thereto), shall also be payable out of the Collection Account as and to the extent permitted by Section 3.05(a). In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by 202 the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of Section 8.05(b).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and duties. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder; provided, however, that if such losses and liabilities relate solely to the 175 West Jackson Subordinate Companion Loan or the 180 Maiden Lane Trxxx Xxxxxxxxxxx Companion Loan, respectively, then xxxx xxxxxxxxxxation shall be payable first from amounts in the Certificate Account that relate to the 175 West Jackson Subordinate Companion Loan or the 180 Maiden Lane Trust Suborxxxxxx Companion Loan, respectively, and txxx xxxx xxxxx amounts in the Certificate Account. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, or any Certificateholder, subject to the provisions of Section 8.05(b).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the Companion Holders XX Xxxx Non-Trust Mortgage Loan Noteholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders XX Xxxx Non-Trust Mortgage Loan Noteholders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement), other than any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties; provided that if a XX Xxxx Loan Pair is involved, such indemnity shall be payable out of the XX Xxxx Custodial Account pursuant to Section 3.05A and, to the extent not solely attributable to the XX Xxxx Non-Trust Mortgage Loans, shall also be payable out of the Pool Custodial Account if amounts on deposit in the XX Xxxx Custodial Account are insufficient therefor. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action action, unless such action is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal actionaction or (ii) such action will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder(or, if a XX Xxxx Loan Pair is affected, the rights of the Certificateholders and the related XX Xxxx Non-Trust Mortgage Loan Noteholder (as a collective whole)). In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Pool Custodial Account as provided in Section 3.05; provided, however, that if and to the extent a XX Xxxx Loan Pair and/or a XX Xxxx Non-Trust Mortgage Loan Noteholder is involved, such expenses, costs and liabilities shall be payable out of the XX Xxxx Custodial Account pursuant to Section 3.05A and, to the extent attributable to a XX Xxxx Trust Mortgage Loan or any other Trust Mortgage Loan, shall also be payable out of the Pool Custodial Account if amounts on deposit in the XX Xxxx Custodial Account are insufficient therefor. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or for any action taken or omitted to be taken by the Depositor, the Trustee, any Certificateholder or any Certificateholder, subject to XX Xxxx Non-Trust Mortgage Loan Noteholder (unless they are the provisions of Section 8.05(bsame Person or Affiliates).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, Trustee or the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Certificates, other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fundconstitute a Servicing Advance, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of the last paragraph of Section 8.05(b)8.05.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the UBS Warburg Building Companion Holders Loan Noteholder for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the UBS Warburg Building Companion Holders Loan Noteholder for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account (or, if the matter relates solely to the UBS Warburg Building Loan Pair, out of the UBS Warburg Building Custodial Account) against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement), other than any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any breach on the part of the party seeking indemnification of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of willful misfeasance, bad faith or negligence on the part of the party seeking indemnification in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action action, unless such action is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal actionaction or (ii) such action will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder(or, if the UBS Warburg Building Loan Pair is affected, the rights of the Certificateholders and the UBS Warburg Building Companion Loan Noteholder (as a collective whole)). In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Pool Custodial Account as provided in Section 3.05; provided, however, that if the UBS Warburg Building Loan Pair and/or the UBS Warburg Building Companion Loan Noteholder is involved, such expenses, costs and liabilities shall be payable out of the UBS Warburg Building Custodial Account pursuant to Section 3.05A and, to the extent attributable to the UBS Warburg Building Mortgage Loan, shall also be payable out of the Pool Custodial Account if amounts on deposit in the UBS Warburg Building Custodial Account are insufficient therefor. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or by the Depositor, the Trustee, any Certificateholder or any Certificateholderthe UBS Warburg Building Companion Loan Noteholder, subject to the provisions of Section 8.05(b8.05(c).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the Companion Holders Serviced Non-Trust Mortgage Loan Noteholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders Serviced Non-Trust Mortgage Loan Noteholders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement), other than any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties; provided that if a Serviced Loan Combination is involved, such indemnity shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A, Section 3.05B, Section 3.05C or Section 3.05D, as applicable, and, if and to the extent not solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto), shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account(s) are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto), the fact that any related legal action was instituted by such Serviced Non-Trust Mortgage Loan Noteholder shall not create a presumption that such indemnity is solely attributable thereto. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action action, unless such action is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal actionaction or (ii) such action will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder(or, if a Serviced Loan Combination is affected, the rights of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole)). In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Pool Custodial Account as provided in Section 3.053.05(a); provided, however, that if and to the extent a Serviced Loan Combination and/or a Serviced Non-Trust Mortgage Loan Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A, Section 3.05B, Section 3.05C or Section 3.05D, as applicable, and, if and to the extent attributable to one or more Trust Mortgage Loans and/or REO Trust Mortgage Loans, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account(s) are insufficient therefor. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or for any action taken or omitted to be taken by the Depositor, the Trustee, any Certificateholder or any Certificateholder, subject to Serviced Non-Trust Mortgage Loan Noteholder (unless they are the provisions of Section 8.05(bsame Person or Affiliates).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, Trustee or the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such partyherein, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with any legal action relating to this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Certificates, other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of the last paragraph of Section 8.05(b)8.05.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders Trustee or the Companion Holders Certificateholders, for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any 176 director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement), other than any such loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any breach on the part of the party seeking indemnification of a representation, warranty or covenant made herein; or (iiiiv) incurred by reason of willful misfeasance, bad faith or negligence on the part of the party seeking indemnification in the performance of obligations or duties hereunder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action action, unless such action is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal actionaction or (ii) such action will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Custodial Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of Section 8.05(b).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Paying Agent, the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Paying Agent, the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, the Paying Agent or any Certificateholder, subject to the provisions of the last paragraph of Section 8.05(b)8.05.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the Companion Holders Serviced Non-Trust Mortgage Loan Noteholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders Serviced Non-Trust Mortgage Loan Noteholders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with (a) any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement)) or (b) any mediation and/or arbitration, pursuant to Section 2.03(i) hereof or Section 5(i) of the UBS/Depositor Mortgage Loan Purchase Agreement, relating to this Agreement or the Certificates, other than than, in any such case, any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action, claim, mediation or arbitration against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action, claim, mediation or arbitration against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties; provided that, if a Serviced Loan Combination is involved, such indemnity shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the extent not solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto) included in such Serviced Loan Combination, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account(s) are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto), the fact that any related legal action was instituted by or against a related Serviced Non-Trust Mortgage Loan Noteholder shall not create a presumption that such indemnity is solely attributable thereto. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action action, mediation or arbitration, unless such action is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal actionaction or (ii) such action will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action liability for which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to would not be reimbursed therefor from hereunder.Notwithstanding the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, or any Certificateholderforegoing, subject to the provisions of Section 8.05(b).Section

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, Trustee or the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any 164 obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.053.05(a). In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of Section 8.05(b).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, Trustee or the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other and information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (iiiii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iiiiv) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of the last paragraph of Section 8.05(b)8.05.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, Trustee or the Certificateholders or the Companion Holders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of covenants, obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Certificates, other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) incurred in connection with any breach by such party of a representation, representation or warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence on the part of such party in the performance of covenants, obligations or duties hereunder; or (iv) incurred in connection with any violation of any state or federal securities law. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related or incidental to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fundconstitute a Servicing Advance, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of the last paragraph of Section 8.05(b)8.05. Each of the Master Servicer and the Special Servicer, as applicable, shall indemnify the Trust Fund against any loss, liability or reasonable expense incurred (i) in connection with any breach by it of a representation or warranty made by such party herein or (ii) by reason of willful misfeasance, bad faith or negligence on the part of such party in the performance of covenants, obligations or duties hereunder.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee Fund or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this AgreementAgreement (or pursuant to any direction or objection of the Operating Advisor or the Extension Advisor which it is obligated to follow pursuant to Section 3.27), or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, Trustee or the Certificateholders or the Companion Holders for the breach of a representation, representation or warranty or covenant made herein by such partyherein, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder hereunder, or negligent by reason of reckless disregard of such obligations and duties. The Depositor, the Master Servicer, the Special Servicer and Servicer, any directorof their partners, officeror any of their (or their partners') directors, employee officers, employees or agent of the Depositor, the Master Servicer or the Special Servicer agents may rely in good faith on any document of any kind which, prima faciePRIMA FACIE, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and Servicer, any directorof their partners, memberor any of their (or their partners') directors, managerofficers, officer, employee employees or agent of the Depositor, the Master Servicer or the Special Servicer agents shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with any legal action relating to this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Certificates, other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) incurred in connection with any breach of a representation, representation or warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder, or by reason of reckless disregard of such obligations or duties. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee (except with respect to Section 8.05(c)) or any Certificateholder, subject to the provisions of Section 8.05(b).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and duties. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders and Companion Holders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, any Certificateholder or any CertificateholderCompanion Holder, subject to the provisions of Section 8.05(b).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or the Companion Holders Serviced Non-Trust Mortgage Loan Noteholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders Serviced Non-Trust Mortgage Loan Noteholders for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its obligations or duties hereunder or negligent disregard of such obligations and or duties. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, manager, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund out of the Pool Custodial Account against any loss, liability or reasonable expense (including reasonable legal fees and expenses) incurred in connection with any legal action or claim relating to this Agreement or the Certificates (including, without limitation, including in connection with the distribution or posting dissemination of information and reports or other information as contemplated by this Agreement), other than any such loss, liability or expense: (i) specifically required to be borne by such the party seeking indemnification, without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) which constitutes a Servicing Advance that is otherwise reimbursable hereunder; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation, representation or warranty or covenant made herein; or (iiiiv) incurred by reason of in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties hereunderhereunder or negligent disregard of such obligations or duties; provided that, if a Serviced Loan Combination is involved, such indemnity shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the extent not solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto) included in such Serviced Loan Combination, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account(s) are insufficient therefor; and provided, further, that in making a determination as to whether any such indemnity is solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto), the fact that any related legal action was instituted by a related Serviced Non-Trust Mortgage Loan Noteholder shall not create a presumption that such indemnity is solely attributable thereto. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action action, unless such action is related to its respective duties under this Agreement and unless either (i) it is specifically required hereunder to bear the costs of such legal actionaction or (ii) such action will not, in its opinion does not reasonable and good faith judgment, involve it in any ultimate expense or liability; providedliability for which it would not be reimbursed hereunder. Notwithstanding the foregoing, howeversubject to Section 5(i) of each UMLS/Depositor Mortgage Loan Purchase Agreement, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such legal action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder(or, if a Serviced Loan Combination is affected, the rights of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole)). In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Pool Custodial Account as provided in Section 3.053.05(a); provided, however, that if and to the extent a Serviced Loan Combination and/or a Serviced Non-Trust Mortgage Loan Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the extent attributable to one or more Trust Mortgage Loans and/or REO Trust Mortgage Loans, shall also be payable out of the Pool Custodial Account if amounts on deposit in the related Loan Combination Custodial Account are insufficient therefor. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them (unless they are the same Person or Affiliates) or for any action taken or omitted to be taken by the Depositor, the Trustee, any Certificateholder or any Certificateholder, subject to Serviced Non-Trust Mortgage Loan Noteholder (unless they are the provisions of Section 8.05(bsame Person or Affiliates).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, Trustee or the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and duties. The Depositor, the -229- Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder; provided, however, that if such losses and liabilities relate solely to the 00 Xxxxxxx Xxxxxx Loan, then such indemnification shall be payable first from amounts in the Certificate Account that relate to the 00 Xxxxxxx Xxxxxx Non-Pooled Component and then from other amounts in the Certificate Account; provided, further, that if such losses and liabilities relate solely to the Park Place Mall Whole Loan, then such indemnification shall be payable first from amounts in the Certificate Account that relate to the Park Place Mall Subordinate Companion Loan and then from other amounts in the Certificate Account. For the avoidance of doubt, such losses or liabilities shall not be deemed to relate solely to the Park Place Mall Whole Loan for the sole reason that the related legal action was instituted by, or at the direction of, the Park Place Mall Representative. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of the last paragraph of Section 8.05(b)8.05.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, Trustee or the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Certificates, other than any loss, liability or expense: (i) incidental to its duties and obligations hereunder; (ii) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (iiiii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iiiiv) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of the last paragraph of Section 8.05(b)8.05.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, Trustee or the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Certificates, other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances)hereof; (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of the last paragraph of Section 8.05(b)8.05.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, Trustee or the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement)Certificates, other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and unless and, either (i) it is specifically required hereunder to bear the costs of such legal action or (ii) such action, in its opinion does not involve it in any ultimate expense or liabilityliability for which it would not be reimbursed hereunder; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such legal action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of the last paragraph of Section 8.05(b).8.05. 152

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, Trustee or the Certificateholders or the Companion Holders for the breach of a 169 representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other and information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake (and, pursuant to Section 3.25(e) the Special Servicer shall undertake as to the Controlling Class Representative) any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of the last paragraph of Section 8.05(b)8.05.

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and duties; provided, however, that if such losses and liabilities relate solely to the Edgewater Hotel Loan or the Thousand Oaks Loan, then such indemnification shall be payable first from amounts in the Certificate Account that relate to the Edgewater Hotel Non-Pooled Component or the Thousand Oaks Non-Pooled Component, respectively, and then from other amounts in the Certificate Account; provided, further, that with respect to losses and liabilities relating solely to the Edgewater Hotel Loan or the Thousand Oaks Loan, to the extent amounts in the Certificate Account that relate to the Edgewater Hotel Non-Pooled Component or the Thousand Oaks Non-Pooled Component, respectively, are insufficient to pay for such indemnification, and such indemnification is paid from other amounts in the Certificate Account, subsequent collections on the Edgewater Hotel Non-Pooled Component or the Thousand Oaks Non-Pooled Component, as applicable, shall be used to reimburse the Trust Fund for any such indemnification. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder; provided, however, that if such losses and liabilities relate solely to the Edgewater Hotel Loan or the Thousand Oaks Loan, then such indemnification shall be payable first from amounts in the Certificate Account that relate to the Edgewater Hotel Non-Pooled Component or the Thousand Oaks Non-Pooled Component, respectively, and then from other amounts in the Certificate Account; provided, further, that with respect to losses and liabilities relating solely to the Edgewater Hotel Loan or the Thousand Oaks Loan, to the extent amounts in the Certificate Account that relate to the Edgewater Hotel Non-Pooled Component or the Thousand Oaks Non-Pooled Component, respectively, are insufficient to pay for such indemnification, and such indemnification is paid from other amounts in the Certificate Account, subsequent collections on the Edgewater Hotel Non-Pooled Component or the Thousand Oaks Non-Pooled Component, as applicable, shall be used to reimburse the Trust Fund for any such indemnification. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, or any Certificateholder, subject to the provisions of Section 8.05(b).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the a Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, shall be under any liability to the Trust Fund, the Trustee or Trustee, the Certificateholders or or, with respect to any Serviced Loan Combination, the Companion Holders related Serviced Non-Trust Mortgage Loan Noteholder(s) for any action taken, or not taken, in good faith pursuant to this Agreement (including any action taken, or not taken, in good faith pursuant to any Co-Lender Agreement as required pursuant to the terms of this Agreement), or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the a Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or or, with respect to any Serviced Loan Combination, the Companion Holders related Serviced Non-Trust Mortgage Loan Noteholder(s) for the breach of a representation, representation or warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of of, or negligent disregard of, obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the each Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the a Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the each Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the a Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than Advances (the reimbursement of which is otherwise provided for hereunder) and other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof hereof; (including without limitation, those ii) that constitutes (A) amounts payable as compensation to any Sub-Servicer retained by a Master Servicer or the Special Servicer or (B) expenses set forth described in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (iiiii) incurred in connection with any breach of a representation, warranty or covenant made by such Person herein; or (iiiiv) incurred by reason of such Person's willful misfeasance, bad faith or negligence in the performance of of, or negligent disregard of, obligations or duties hereunder; provided, however, that if and to the extent that any Serviced Loan Combination and/or a related Serviced Non-Trust Mortgage Loan Noteholder is involved, such expenses, costs and liabilities shall be payable out of the related SLC Custodial Account pursuant to Section 3.05(e) and, if not solely attributable to a Serviced Non-Trust Mortgage Loan (or any successor REO Serviced Non-Trust Mortgage Loan with respect thereto), shall also be payable out of the applicable Collection Account as and to the extent permitted by Section 3.05(a); and provided, further, that in making a determination as to whether any such indemnity is solely attributable to a Serviced Non-Trust Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), the fact that any legal action was instituted by such Serviced Non-Trust Mortgage Loan Noteholder shall not create a presumption that such indemnity is solely attributable thereto. None of the Depositor, the any Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the a Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust FundTrust, and the Depositor, the Master Servicer Servicers and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate applicable Collection Account as provided in Section 3.053.05(a); provided, however, that if and to the extent that any Serviced Loan Combination and/or a related Serviced Non-Trust Mortgage Loan Noteholder is involved, such expenses and costs (to the extent reasonable and customary), and such liabilities shall be payable out of the related SLC Custodial Account pursuant to Section 3.05(e) and, if not solely attributable to a Serviced Non-Trust Mortgage Loan (or any successor REO Serviced Non-Trust Mortgage Loan with respect thereto), shall also be payable out of the applicable Collection Account as and to the extent permitted by Section 3.05(a). In no event shall the a Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the TrusteeCertificate Administrator, the Trustee or any Certificateholder, subject to the provisions of Section 8.05(b).

Limitation on Liability of Depositor, Master Servicer and Special Servicer. None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, Servicer shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, Trustee or the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and dutieshereunder. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other and information as contemplated by this Agreement), other than any loss, liability or expense: (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder. None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the 173 enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05. In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, Trustee or any Certificateholder, subject to the provisions of the last paragraph of Section 8.05(b)8.05.