Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer or any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Trust Interest Owners or any Companion Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of the Trust Interest Owners and/or any Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligence, bad faith or willful misconduct in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses relating to this Agreement, the Mortgage Loan, the Property, the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement), other than any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expe...
Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) Neither the Depositor, the Servicer, the Special Servicer nor any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Certificateholders or the Senior Pari Passu Companion Loan Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of Certificateholders or the Senior Pari Passu Companion Loan Holders that do not violate any law, Accepted Servicing Practices, the provisions of this Agreement or any intercreditor agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other person or entity against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder and shall not release the Depositor or its Affiliates from, or otherwise relate to any liability or obligation of any Loan Party under any Loan Document or the Loan Sellers under the Loan Purchase Agreement.
Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) Neither the Depositor, the Servicer, the Special Servicer nor any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Certificateholders or any Companion Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of Certificateholders or the Companion Loan Holders in accordance with this Agreement or the Co-Lender Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees,
