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

Limitation on Liability of the Depositor and Others. Neither the Depositor nor any of the Affiliates, directors, officers, employees, members, managers or agents of the Depositor shall be under any liability to the Certificateholders, the Trust, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Custodian, the Underwriters, the Initial Purchasers, the holder of any B Note or the holder of any Serviced Companion Loan, and the Depositor (and any of its Affiliates, directors, officers, employees, members, managers or agents) shall be entitled to indemnification from the Trust for 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 incurred by it, arising out of or for any action taken, or for refraining from the taking of any action, in good faith and using reasonable business judgment; provided, that this provision shall not protect the Depositor or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Depositor and any Affiliate, director, officer, employee, member, manager or agent of the Depositor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising 411

Limitation on Liability of the Depositor and Others. Neither the Depositor nor any of the Affiliates, directors, officers, employees, members, managers or agents of the Depositor shall be under any liability to the Certificateholders, the Trust, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Custodian, the Underwriters, the Initial Purchasers, the holder of any B Note or the holder of any Serviced Companion Loan, and the Depositor (and any of its Affiliates, directors, officers, employees, members, managers or agents) shall be entitled to indemnification from the Trust for 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 incurred by it, arising out of or for any action taken, or for its refraining from the taking of any action, in good faith and using reasonable business judgment; provided, provided that this provision shall not protect the Depositor or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Depositor and any Affiliate, director, officer, employee, member, manager or agent of the Depositor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising 411hereunder. In addition, in no event shall the Depositor be obligated to cause any party to perform or comply with the obligations to remit the CREFC® License Fee to CREFC® (as described in Section 5.2(a)), to report any such CREFC® License Fee so paid (as described in Section 8.11(a)) or to make available any Distribution Date Statement to the general public (as described in Section 5.4(a)) or to CREFC® (as described in Section 5.4(k)).

Limitation on Liability of the Depositor and Others. Neither (a) None of the Seller or the Depositor nor or any of the Affiliates, directors, officers, employees, members, managers employees or agents of the Depositor any of them shall be under any liability to the Certificateholders, the Trust, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Custodian, the Underwriters, the Initial Purchasers, the holder of any B Note Trustee or the holder of any Serviced Companion Loan, and the Depositor (and any of its Affiliates, directors, officers, employees, members, managers or agents) shall be entitled to indemnification from the Trust for 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 incurred by it, arising out of or Certificateholders for any action taken, taken or for refraining from the taking of any action, action in good faith and using reasonable business pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller or the Depositor or any such person against any breach of a representation or warranty contained herein or any liability which that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of its duties or by reason of reckless disregard for its obligations and duties under this Agreement. The Seller and the Depositor and any director, officer, employee or agent of any of them shall be entitled to indemnification by the Trust Fund and will be held harmless 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 incurred by reason of willful misfeasance, bad faith or negligence in the performance of his or its duties hereunder or by reason of negligent reckless disregard of his or its obligations and duties hereunder. The Seller and the Depositor and any Affiliate, director, officer, employee, member, manager employee or agent of the Depositor any of them may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising 411hereunder.