Limitation on Liability of the Master Servicer and the Special Servicer Clause Samples

Limitation on Liability of the Master Servicer and the Special Servicer. Neither the Master Servicer nor the Special Servicer shall be under any liability to the Issuer, the Trustee or the Bondholders 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 Master Servicer or the Special Servicer against any liability to the Issuer, the Trustee or the Bondholders for the breach of a representation, warranty or covenant made herein, 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, or reckless disregard of, obligations or duties hereunder. The Master Servicer, the Special Servicer and any director, officer, employee or agent of any such party 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 Master Servicer, the Special Servicer and any director, officer, employee or agent of any such party shall be indemnified and held harmless out of the Trust Estate against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Bonds, other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or otherwise incidental to the performance of obligations and duties hereunder, including, without limitation, in the case of the Master Servicer or Special Servicer, the prosecution of an enforcement action in respect of any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement); or (ii) incurred in connection with any legal action against such party resulting from any breach of a representation, warranty or covenant made herein, any misfeasance, bad faith or negligence in the performance of, or reckless disregard of, obligations or duties hereunder or any violation of any state or federal securities law. Neither the Master 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, except in the case of a legal action the costs of which it is specifically required hereunder...