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

Limitation on Liability of the Depositor, the Servicer and Others. Neither the Depositor, the Servicer, the Special Servicer, [the Extension Advisor] nor any of the directors, officers, employees or agents of the Depositor or the Servicer or the Special Servicer [or the Extension Advisor] (or any general partner of the Servicer or, if applicable, the Special Servicer [or the Extension Advisor]) shall be under any liability to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Servicer or the Special Servicer [or any Extension Advisor] or any such Person against any breach of warranties or representations made herein, or against any specific liability imposed on the Servicer or the Special Servicer [or any Extension Advisor] for a breach of the Servicing Standard, or against any liability which would otherwise be imposed by reason of its respective willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reason of reckless disregard of its respective obligations or duties hereunder. The Depositor, the Servicer, the Special Servicer [and any Extension Advisor] and any director, officer, employee or agent of the Depositor, the Servicer, the Special Servicer [and any Extension Advisor] (or the general partner of the Servicer or, if applicable, the Special Servicer [or any Extension Advisor]) may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person with respect to any matters arising hereunder. The Depositor, the Servicer, the Special Servicer [and any Extension Advisor] and any director, officer, employee or agent of the Depositor, the Servicer or the Special Servicer [or any Extension Advisor] (or the general partner of the Servicer or, if applicable, the Special Servicer [or any Extension Advisor]) shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense (i) incurred by reason of its respective willful misfeasance, bad faith, fraud or negligence or (in the case of the Servicer or Special Servicer [or any Extension Advisor]) a breach of the Servicing Standard in the performance of 121 its respective duties or by reason of reckless disregard of its respective obligations or duties hereunder; or (ii) imposed by any taxing authority which loss, liability or expense is not specifically reimbursable pursuant to the terms of this Agreement and which results from a breach (other than a breach with respect to which the Servicer or Special Servicer [or any Extension Advisor], as applicable, would have no liability under the standard set forth in the first sentence of this paragraph) by the Servicer, the Special Servicer, [the Extension Advisor] or the agents of any of them of its obligations hereunder. Neither the Depositor nor the Servicer nor 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 in its opinion does not expose it to any expense or liability; provided, however, that the Depositor or the Servicer or the Special Servicer [or any Extension Advisor] may in its discretion undertake any action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and 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 (except any liability related to the Servicer's or the Special Servicer's obligations under Section 3.1(a)) shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Collection Account as provided in Section 3.6(vi) of this Agreement.