Common use of Limitation on Liability of the Sponsor Clause in Contracts

Limitation on Liability of the Sponsor. the Master Servicer, the Special Servicer, the REMIC Administrator and Others. None of the Sponsor, the Master Servicer (or its general partner), the Special Servicer (or its general partner), the REMIC Administrator or any director, officer, employee or agent of any of the foregoing shall be under any liability to the Trust or the Certificateholders 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 Sponsor, the Master Servicer (or its general partner), the Special Servicer (or its general partner), the REMIC Administrator or any such other Person against any breach of a representation or warranty made herein, or against any expense or liability specifically required to be borne thereby 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 by reason of negligent disregard of such obligations and duties. The Sponsor, the Master Servicer (and its general partner), the Special Servicer (and its general partner), the REMIC Administrator and any director, officer, employee or agent of any of the foregoing 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 Sponsor, the Master Servicer (and its general partner), the Special Servicer (and its general partner), the REMIC Administrator and any director, officer, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust against any loss, liability or reasonable expense incurred in connection with any legal action relating to this Agreement, the Certificates or any asset of the Trust, other than any such loss, liability or expense: (i) specifically required to be borne by such Person pursuant to the terms hereof, including, without limitation, Section 10.01(h); (ii) incidental to the performance of obligations and duties hereunder, including, without limitation, in the case of the Master Servicer or the 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 otherwise be reimbursable pursuant to this Agreement); or (iii) which was incurred in connection with claims against such party resulting from (A) any breach of a representation or warranty made herein by such party, (B) willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder by such party, or from negligent disregard of such obligations or duties, or (C) any violation by such party of any state or federal securities law. None of the Sponsor, the Master Servicer, the Special Servicer or the REMIC Administrator 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 contemplated by Section 3.22, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Sponsor, the Master Servicer, the Special Servicer or the REMIC Administrator 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, and the Sponsor, the Master Servicer, the Special Servicer and the REMIC Administrator each shall be entitled to the direct payment of such expenses or to be reimbursed therefor from the Collection Account as provided in Section 3.05(a).

Limitation on Liability of the Sponsor. the [Master Servicer], Servicer and the [Master Administrator]. (a) The Sponsor, the Special [Master Servicer], the REMIC Administrator Servicer and Others. the [Master Administrator], shall each be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement. (b) None of the Sponsor, the [Master Servicer (Servicer], Servicer, or its general partner), the Special Servicer (or its general partner), the REMIC Administrator or any director, officer, employee or agent of [Master Administrator] nor any of the foregoing directors, officers, employees or agents of the Sponsor, the [Master Servicer], the Servicer, or the [Master Administrator] shall be under any liability to the Trust or the Certificateholders for any action taken, or not takenfor 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 Sponsor, the [Master Servicer (or its general partner)Servicer], the Special Servicer (Servicer, or its general partner), the REMIC Administrator [Master Administrator] or any such other Person against any breach of a representation warranties or warranty representations made herein, or against any expense or specific liability specifically required to be borne thereby imposed on each such party pursuant to the terms hereof, this Agreement or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Sponsor, the [Master Servicer (and its general partner)Servicer], the Special Servicer (and its general partner)Servicer, the REMIC Administrator [Master Administrator] and any director, officer, employee or agent of any of the foregoing Sponsor, the [Master Servicer], the Servicer or the [Master Administrator] may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Sponsor, the Master Servicer (and its general partner), the Special Servicer (and its general partner), the REMIC Administrator and any director, officer, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust against any loss, liability or reasonable expense incurred in connection with any legal action relating to this Agreement, the Certificates or any asset of the Trust, other than any such loss, liability or expense: (i) specifically required to be borne by such Person pursuant to the terms hereof, including, without limitation, Section 10.01(h); (ii) incidental to the performance of obligations and duties hereunder, including, without limitation, in the case of the Master Servicer or the 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 otherwise be reimbursable pursuant to this Agreement); or (iii) which was incurred in connection with claims against such party resulting from (A) any breach of a representation or warranty made herein by such party, (B) willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder by such party, or from negligent disregard of such obligations or duties, or (C) any violation by such party of any state or federal securities law. None of the Sponsor, the Master Servicer, the Special Servicer or the REMIC Administrator 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 contemplated by Section 3.22, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Sponsor, the Master Servicer, the Special Servicer or the REMIC Administrator 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, and the Sponsor, the Master Servicer, the Special Servicer and the REMIC Administrator each shall be entitled to the direct payment of such expenses or to be reimbursed therefor from the Collection Account as provided in Section 3.05(a).

Limitation on Liability of the Sponsor. the Master Servicer, the Special Servicer, the REMIC Administrator and Others. None of the Sponsor, the Master Servicer (or its general partner), the Special Servicer (or its general partner)Servicer, the REMIC Administrator or any director, officer, employee or agent of any of the foregoing shall be under any liability to the Trust or the Certificateholders 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 Sponsor, the Master Servicer (or its general partner), the Special Servicer (or its general partner)Servicer, the REMIC Administrator or any such other Person against any breach of a representation or warranty made herein, or against any expense or liability specifically required to be borne thereby 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 by reason of negligent disregard of such obligations and duties. The Sponsor, the Master Servicer (and its general partner), the Special Servicer (and its general partner)Servicer, the REMIC Administrator and any director, officer, employee or agent of any of the foregoing 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 Sponsor, the Master Servicer (and its general partner), the Special Servicer (and its general partner)Servicer, the REMIC Administrator and any director, officer, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust against any loss, liability or reasonable expense incurred in connection with any legal action relating to this Agreement, the Certificates or any asset of the Trust, other than any such loss, liability or expense: (i) specifically required to be borne by such Person pursuant to the terms hereof, including, without limitation, Section 10.01(h); (ii) incidental that constitutes a Servicing Advance and is otherwise reimbursable pursuant to this Agreement (provided that this clause (ii) is not intended to limit the performance Master Servicer's or Special Servicer's right of obligations recovery of liabilities and duties hereunderexpenses incurred as a result of being the defendant, including, without limitationor participating in a proceeding to which another indemnified party under this Section 6.03 is a defendant, in the case of the Master Servicer or the Special Servicer, the prosecution of an enforcement a legal action in respect of any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall otherwise be reimbursable pursuant relating to this Agreement); or (iii) which was incurred in connection with claims against such party resulting from (A) any breach of a representation or warranty made herein by such party, (B) willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder by such party, or from negligent disregard of such obligations or duties, or (C) any violation by such party of any state or federal securities law. None of the Sponsor, the Master Servicer, the Special Servicer or the REMIC Administrator 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 contemplated by Section 3.22, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Sponsor, the Master Servicer, the Special Servicer or the REMIC Administrator 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, and the Sponsor, the Master Servicer, the Special Servicer and the REMIC Administrator each shall be entitled to the direct payment of such expenses or to be reimbursed therefor from the Collection Account as provided in Section 3.05(a).