Common use of Limitation of Trustee's Liability Clause in Contracts

Limitation of Trustee's Liability. (a) The Trustee enters into this Deed only in its capacity as trustee of each Trust and in no other capacity (except where the Transaction Documents provide otherwise). Subject to paragraph (c) below, a liability arising under or in connection with this Deed or a Trust can be enforced against the Trustee only to the extent to which it can be satisfied out of the assets and property of the relevant Trust which are available to satisfy the right of the Trustee to be exonerated or indemnified for the liability. This limitation of the Trustee's liability applies despite any other provision of this Deed and extends to all liabilities and obligations of the Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Deed or a Trust. (b) Subject to paragraph (c) below, no person (including any Relevant Party) may take action against the Trustee in any capacity other than as trustee of the relevant Trust or seek the appointment of a receiver (except under the Security Trust Deed), or a liquidator, an administrator or any similar person to the Trustee or prove in any liquidation, administration or arrangements of or affecting the Trustee. (c) The provisions of this clause 15 shall not apply to any obligation or liability of the Trustee to the extent that it is not satisfied because under a Transaction Document or by operation of law there is a reduction in the extent of the Trustee's indemnification or exoneration out of the Assets of the relevant Trust as a result of the Trustee's fraud, negligence, or Default. (d) It is acknowledged that the Relevant Parties are responsible under this Deed or the other Transaction Documents for performing a variety of obligations relating to the Trust. No act or omission of the Deed of Indemnity Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- Trustee (including any related failure to satisfy its obligations under this Deed) will be considered fraud, negligence or Default of the Trustee for the purpose of paragraph (c) above to the extent to which the act or omission was caused or contributed to by any failure by any Relevant Party or any person who has been delegated or appointed by the Trustee in accordance with the Transaction Documents to fulfil its obligations relating to a Trust or by any other act or omission of a Relevant Party or any such person. (e) In exercising their powers under the Transaction Documents, each of the Trustee, the Security Trustee and the Noteholders must ensure that no attorney, agent, delegate, receiver or receiver and manager appointed by it in accordance with this Agreement or any other Transaction Documents has authority to act on behalf of the Trustee in a way which exposes the Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence, or Default of the Trustee for the purpose of paragraph (c) above. (f) In this clause, Relevant Parties means each of the Manager, the Servicer, the Custodian, the Calculation Agent, each Paying Agent, the Note Trustee and the provider of any Support Facility. (g) Nothing in this clause limits the obligations expressly imposed on the Trustee under the Transaction Documents.

Limitation of Trustee's Liability. (a) 16.1. The Trustee enters into Trustee's liability under this Deed only is limited to the Trustee's Capacity and the Trustee is not liable in its capacity as trustee of each Trust and in no any other capacity (except where the Transaction Documents provide otherwise)capacity. 16.2. Subject to paragraph (c) belowclause 16.4 the liability of the Trustee in respect of any cause of action, a liability arising claim or loss arising: 16.2.1. under or in connection with this Deed Deed; 16.2.2. in connection with any transaction, conduct or any other agreement contemplated by this Deed; or 16.2.3. under or in connection with (to the extent permitted by law) any representation or undertaking given or to be given in connection with this Deed, (each, a Trust can Claim), is limited to the Assets. The right of the parties other than the Trustee to recover any amount in respect of any (and all) Trust Claims is limited to a right to recover an amount not exceeding the amount which the Trustee is entitled and able to recover from the Assets (after taking account of the costs of exercising its right of indemnity or exoneration) and if, after exercise of those rights, any such amount remains outstanding, no further Trust Claim may be enforced made against the Trustee only to the extent to which it can be satisfied out of the assets and property of the relevant Trust which are available to satisfy the right of personally. 16.3. The parties other than the Trustee agree and acknowledge that they must not, in respect of any Trust Claim: 16.3.1. subject to be exonerated or indemnified for the liability. This limitation of the Trustee's liability applies despite any other provision of this Deed and extends to all liabilities and obligations of the Trustee in any way connected with any representationclause 16.4, warranty, conduct, omission, agreement or transaction related to this Deed or a Trust. (b) Subject to paragraph (c) below, no person (including any Relevant Party) may take action bring proceedings against the Trustee in any capacity other than as trustee of the relevant Trust or its personal capacity; 16.3.2. seek the appointment of a receiver (except under the Security Trust Deed), or a liquidator, to appoint an administrator or any similar person liquidator to the Trustee Trustee; 16.3.3. commence the winding-up, dissolution or prove in any liquidation, administration or arrangements of or affecting the Trustee.; or (c) The provisions of this clause 15 shall not apply 16.3.4. appoint a receiver, receiver and manager, administrative receiver or similar official to all or any obligation or liability of the Trustee assets of the Trustee, except to the extent that it is not satisfied because under a Transaction Document the steps taken affect any Assets or by operation of law there is a reduction in the extent of the Trustee's indemnification or exoneration out right of recourse against, and indemnity from, the Assets and nothing else. 16.4. If the Trustee acts negligently, fraudulently, with wilful misconduct or in breach of the relevant Trust as trust with a result of that: 16.4.1. the Trustee's fraudright of indemnity, negligence, exoneration or Default. (d) It is acknowledged that the Relevant Parties are responsible under this Deed or the other Transaction Documents for performing a variety of obligations relating to the Trust. No act or omission recoupment of the Deed of Indemnity Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- Trustee (including any related failure to satisfy its obligations under this Deed) will be considered fraud, negligence or Default of Assets; or 16.4.2. the Trustee for the purpose of paragraph (c) above to the extent to which the act or omission was caused or contributed to by any failure by any Relevant Party or any person who has been delegated or appointed actual amount recoverable by the Trustee in accordance with exercise of those rights, is reduced in whole or in part or does not exist, then to the Transaction Documents to fulfil its obligations relating to a Trust extent that such right or by any other act the amount so recoverable is reduced or omission of a Relevant Party or any such person. (e) In exercising their powers under the Transaction Documents, each of the Trusteedoes not exist, the Security Trustee and the Noteholders must ensure that no attorney, agent, delegate, receiver or receiver and manager appointed by it in accordance with this Agreement or any other Transaction Documents has authority to act on behalf of the Trustee in a way which exposes the Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence, or Default of the Trustee for the purpose of paragraph (c) aboveis personally liable. (f) In this clause, Relevant Parties means each of the Manager, the Servicer, the Custodian, the Calculation Agent, each Paying Agent, the Note Trustee and the provider of any Support Facility. (g) Nothing in this clause limits the obligations expressly imposed on the Trustee under the Transaction Documents.

Limitation of Trustee's Liability. (a1) The Trustee enters into this Deed agreement only in its capacity as trustee of each the Trust and in no other capacity (except where the Transaction Documents provide otherwise). Subject to paragraph (c3) below, a liability arising under or in connection with this Deed agreement or a the Trust can be enforced against the Trustee only to the extent to which it can be satisfied out of the assets and property of the relevant Trust which are available to satisfy the right of the Trustee to be exonerated or indemnified for the liability. This limitation of the Trustee's liability applies despite any other provision of this Deed agreement and extends to all liabilities and obligations of the Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Deed agreement or a the Trust. (b2) Subject to paragraph subparagraph (c3) below, no person (including any Relevant Party) may take action against the Trustee in any capacity other than as trustee of the relevant Trust or seek the appointment of a receiver (except under the Security Trust Deedthis agreement), or a liquidator, an administrator or any similar person to the Trustee or prove in any liquidation, administration or arrangements of or affecting the Trustee. (c3) The provisions of this clause 15 section 16 shall not apply to any obligation or liability of the Trustee to the extent that it is not satisfied because under a Transaction Document or by operation of law there is a reduction in the extent of the Trustee's indemnification or exoneration out of the Assets of the relevant Trust as a result of the Trustee's fraud, negligence, or Default. (d4) It is acknowledged that the Relevant Parties are responsible under this Deed or the other Transaction Documents for performing a variety of obligations relating to the Trust. No act or omission of the Deed of Indemnity Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- Trustee (including any related ISDA Schedule to the Master Agreement for [GRAPHIC OMITTED] Basis Swap Allens Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- failure to satisfy its obligations under this Deedagreement) will be considered fraud, negligence or Default of the Trustee for the purpose of paragraph subparagraph (c3) above to the extent to which the act or omission was caused or contributed to by any failure by any Relevant Party or any person who has been delegated or appointed by the Trustee in accordance with the this agreement or any other Transaction Documents Document to fulfil its obligations relating to a the Trust or by any other act or omission of a Relevant Party or any such person. (e5) In exercising their powers under the Transaction Documents, each of the Trustee, the Security Trustee and the Noteholders must ensure that no attorney, agent, delegate, receiver or receiver and manager appointed by it in accordance with this Agreement or any other Transaction Documents agreement has authority to act on behalf of the Trustee in a way which exposes the Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence, or Default of the Trustee for the purpose of paragraph subparagraph (c3) above. (f6) In this clause, Relevant Parties RELEVANT PARTIES means each of the Manager, the Servicer, the CustodianCalculation Agent, the Calculation AgentNote Registrar, each Paying Agent, the Note Trustee Trustee, and the provider of any a Support Facility. (g7) Nothing in this clause limits the obligations expressly imposed on the Trustee under the Transaction Documents.

Limitation of Trustee's Liability. (a1) The Trustee enters into this Deed agreement only in its capacity as trustee of each the Trust and in no other capacity (except where the Transaction Documents provide otherwise). Subject to paragraph (c3) below, a liability arising under or in connection with this Deed agreement or a the Trust can be enforced against the Trustee only to the extent to which it can be satisfied out of the assets and property of the relevant Trust which are available to satisfy the right of the Trustee to be exonerated or indemnified for the liability. This limitation of the Trustee's liability applies despite any other provision of this Deed agreement and extends to all liabilities and obligations of the Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Deed agreement or a the Trust. (b2) Subject to paragraph subparagraph (c3) below, no person (including any Relevant Party) may take action against the Trustee in any capacity other than as trustee of the relevant Trust or seek the appointment of a receiver (except under the Security Trust Deedthis agreement), or a liquidator, an administrator or any similar person to the Trustee or prove in any liquidation, administration or arrangements of or affecting the Trustee. (c3) The provisions of this clause section 15 shall not apply to any obligation or liability of the Trustee to the extent that it is not satisfied because under a Transaction Document or by operation of law there is a reduction in the extent of the Trustee's indemnification or exoneration out of the Assets of the relevant Trust as a result of the Trustee's fraud, negligence, or Default. (d4) It is acknowledged that the Relevant Parties are responsible under this Deed or the other Transaction Documents for performing a variety of obligations relating to the Trust. No act or omission of the Deed of Indemnity Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- Trustee (including any related failure to satisfy its obligations under this Deedagreement) will be considered fraud, negligence or Default of the Trustee for the purpose of paragraph subparagraph (c3) above to the extent to which the act or omission was caused or contributed to by any failure by any Relevant Party or any person who has been delegated or appointed by the Trustee in accordance with the this agreement or any other Transaction Documents Document to fulfil its obligations relating to a the Trust or by any other act or omission of a Relevant Party or any such person. (e5) In exercising their powers under the Transaction Documents, each of the Trustee, the Security Trustee and the Noteholders must ensure that no attorney, agent, delegate, receiver or receiver and manager appointed by it in accordance with this Agreement or any other Transaction Documents agreement has authority to act on behalf of the Trustee in a way which exposes the Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence, or Default of the Trustee for the purpose of paragraph subparagraph (c3) above. (f6) In this clause, Relevant Parties RELEVANT PARTIES means each of the Manager, the Servicer, the CustodianCalculation Agent, the Calculation AgentNote Registrar, each Paying Agent, the Note Trustee Trustee, and the provider of any a Support Facility. (g7) Nothing in this clause limits the obligations expressly imposed on the Trustee under the Transaction Documents. (b) Nothing in paragraph (a) limits Party A in: (i) obtaining an injunction or other order to restrain any breach of this Agreement by Party B; (ii) obtaining declaratory relief; or (iii) in relation to its rights under the Security Trust Deed. (c) Except as provided in paragraphs (a) and (b), Party A shall not (i) (JUDGMENT) obtain a judgment for the payment of money or damages by Party B; (ii) (STATUTORY DEMAND) issue any demand under s459E(1) of the Corporations Law (or any analogous provision under any other law) against Party B; (iii) (WINDING UP) apply for the winding up or dissolution of Party B; (iv) (EXECUTION) levy or enforce any distress or other execution to, on, or against any assets of Party B; (v) (COURT APPOINTED RECEIVER) apply for the appointment by a court of a receiver to any of the assets of Party B; (vi) (SET-OFF OR COUNTERCLAIM) exercise or seek to exercise any set-off or counterclaim against Party B; or (vii) (ADMINISTRATOR) appoint, or agree to the appointment, of any administrator to Party B, or take proceedings for any of the above and Party A waives its rights to make those applications and take those proceedings."

Limitation of Trustee's Liability. (a) Clause 33 of the Master Trust Deed applies to the obligations and liabilities of the Trustee under this agreement. (b) The Trustee enters into this Deed agreement only in its capacity as trustee of each Relevant Trust and in no other capacity (except where the Transaction Documents provide otherwise)capacity. Subject to paragraph (c) below, a A liability arising under or in connection with this Deed or a Trust agreement can be enforced against the Trustee only to the extent to which it can be satisfied out of the assets and property of the relevant Relevant Trust out of which are available to satisfy the right of the Trustee to be exonerated or is actually indemnified for the liability. This limitation of the Trustee's liability applies despite any other provision of this Deed agreement (other than Clause 1.3(d)) and extends to all liabilities and obligations of the Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Deed or a Trust.agreement. -------------------------------------------------------------------------------- Page 3 Westpac Securitisation Trusts Servicing + Agreement Allens Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- (b) Subject to paragraph (c) below, no person (including any Relevant Party) may take action against The parties other than the Trustee in any capacity other than as trustee of may not xxx the relevant Trust Trustee personally or seek the appointment of a receiver (except under the Security Trust Deed), or a liquidator, an administrator administrator, receiver or any similar person to the Trustee or prove in any liquidation, administration or arrangements arrangement of or affecting the Trustee. (cd) The provisions of this clause 15 Clause 1.3 shall not apply to any obligation or liability of the Trustee to the extent that it obligation or liability is not satisfied because because: (i) under a Transaction Document or the trust deed establishing the Trust; or (ii) by operation of law law, there is a reduction in the extent extent, or extinguishment, of the Trustee's indemnification or exoneration out of the Assets assets of the relevant Trust Relevant Trust, as a result of the Trustee's fraud, negligence, negligence or Defaultbreach of trust. (de) It is acknowledged that the Trust Manager of the Relevant Parties are Trust is responsible under this the Master Trust Deed or and the other Transaction Documents Series Notice for performing the Relevant Trust for a variety of obligations relating to the Trust, including under this agreement. No act or omission of the Deed of Indemnity Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- Trustee (including any related failure to satisfy its obligations under this Deedagreement) will be considered fraud, negligence or Default breach of trust of the Trustee for the purpose of paragraph (cClause 1.3(d) above to the extent to which the act or omission was caused or contributed to by any failure by any Relevant Party the Trust Manager or the Servicer or any other person who has been delegated or properly appointed by the Trustee in accordance with Trustee, the Transaction Documents Trust Manager or the Servicer to fulfil its obligations relating to a the Relevant Trust or by any other act or omission of a Relevant Party or the any such person. (e) In exercising their powers under the Transaction Documents, each of other person properly appointed by the Trustee, the Security Trustee and Trust Manager or the Noteholders must ensure that no Servicer. (f) No attorney, agent, delegate, receiver or receiver and manager appointed by it in accordance with this Agreement or any other Transaction Documents agreement has authority to act on behalf of the Trustee in a way which exposes the Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence, negligence or Default breach of trust of the Trustee for the purpose of paragraph (c) aboveClause 1.3(d). (f) In this clause, Relevant Parties means each of the Manager, the Servicer, the Custodian, the Calculation Agent, each Paying Agent, the Note Trustee and the provider of any Support Facility. (g) Nothing in this clause limits the obligations expressly imposed on the Trustee under the Transaction Documents.

Limitation of Trustee's Liability. (a1) The Trustee enters into this Deed agreement only in its capacity as trustee of each the Trust and in no other capacity (except where the Transaction Documents provide otherwise). Subject to paragraph subparagraph (c3) below, a liability arising under or in connection with this Deed agreement or a the Trust can be enforced against the Trustee only to the extent to which it can be satisfied out of the assets and property of the relevant Trust which are available to satisfy the right of the Trustee to be exonerated or indemnified for the liability. This limitation of the Trustee's liability applies despite any other provision of this Deed agreement and extends to all liabilities and obligations of the Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Deed agreement or a the Trust. (b2) Subject to paragraph subparagraph (c3) below, no person (including any Relevant Party) may take action against the Trustee in any capacity other than as trustee of the relevant Trust or seek the appointment of a receiver (except under the Security Trust Deedthis agreement), or a liquidator, an administrator or any similar person to the Trustee or prove in any liquidation, administration or arrangements of or affecting the Trustee. (c3) The provisions of this clause section 15 shall not apply to any obligation or liability of the Trustee to the extent that it is not satisfied because under a Transaction Document or by operation of law there is a reduction in the extent of the Trustee's indemnification or exoneration out of the Assets of the relevant Trust as a result of the Trustee's fraud, negligence, or Default. (d4) It is acknowledged that the Relevant Parties are responsible under this Deed or the other Transaction Documents for performing a variety of obligations relating to the Trust. No act or omission of the Deed of Indemnity Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- Trustee (including any related failure to satisfy its obligations under this Deedagreement) will be considered fraud, negligence or Default of the Trustee for the purpose of paragraph subparagraph (c3) above to the extent to which the act or omission was caused or contributed to by any failure by any Relevant Party or any person who has been delegated or appointed by the Trustee in accordance with the this agreement or any other Transaction Documents Document to fulfil its obligations relating to a the Trust or by any other act or omission of a Relevant Party or any such person. (e5) In exercising their powers under the Transaction Documents, each of the Trustee, the Security Trustee and the Noteholders must ensure that no attorney, agent, delegate, receiver or receiver and manager appointed by it in accordance with this Agreement or any other Transaction Documents agreement has authority to act on behalf of the Trustee in a way which exposes the Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence, or Default of the Trustee for the purpose of paragraph subparagraph (c3) above. (f6) In this clause, Relevant Parties RELEVANT PARTIES means each of the Manager, the Servicer, the CustodianCalculation Agent, the Calculation AgentNote Registrar, each Paying Agent, the Note Trustee and the provider of any each Support FacilityFacility Provider. (g7) Nothing in this clause limits the obligations expressly imposed on the Trustee under the Transaction Documents. (b) Nothing in paragraph (a) limits Party A in: (i) obtaining an injunction or other order to restrain any breach of this Agreement by Party B; (ii) obtaining declaratory relief; or (iii) in relation to its rights under the Security Trust Deed. (c) Except as provided in paragraphs (a) and (b), Party A shall not (i) (JUDGMENT) obtain a judgment for the payment of money or damages by Party B; (ii) (STATUTORY DEMAND) issue any demand under section 459E(1) of the Corporations Xxx 0000 (Cth) (or any analogous provision under any other law) against Party B; (iii) (WINDING UP) apply for the winding up or dissolution of Party B; (iv) (EXECUTION) levy or enforce any distress or other execution to, on, or against any assets of Party B; (v) (COURT APPOINTED RECEIVER) apply for the appointment by a court of a receiver to any of the assets of Party B; (vi) (SET-OFF OR COUNTERCLAIM) exercise or seek to exercise any set-off or counterclaim against Party B; or (vii) (ADMINISTRATOR) appoint, or agree to the appointment, of any administrator to Party B, (a) or take proceedings for any of the above and Party A waives its rights to make those applications and take those proceedings."

Limitation of Trustee's Liability. 6.2.1 In exercising the rights granted herein, the Trustee shall exercise the Trustee’s best judgment, to the end that the affairs of the Trust shall be properly managed and the interests of all of the Beneficiaries safeguarded. But, notwithstanding anything herein to the contrary, neither the Trustee, any member of the Advisory Committee (a) The Trustee enters into this Deed only in its capacity as trustee if applicable), nor their respective firms, companies, affiliates, partners, officers, directors, members, employees, professionals, advisors, attorneys, financial advisors, investment bankers, disbursing agents, or agents, and any of each Trust such Person’s successors and in no other capacity (except where the Transaction Documents provide otherwise). Subject assigns shall incur any responsibility or liability by reason of any error of law or fact or of any matter or thing done or suffered or omitted to paragraph (c) below, a liability arising be done under or in connection with this Deed Agreement, whether sounding in tort, contract, or otherwise, except for fraud, gross negligence, willful misconduct or criminal conduct of the Person asserting this provision that is found by a Trust can final judgment (not subject to further appeal or review) of a court of competent jurisdiction to be enforced against the direct and primary cause of loss, liability, damage, or expense suffered by the Trust. In no event shall the Trustee only be liable for indirect, punitive, special, incidental or consequential damage or loss (including but not limited to lost profits) whatsoever, even if the extent to which it can be satisfied out Trustee has been informed of the assets likelihood of such loss or damages and property regardless of the relevant Trust which are available to satisfy the right form of the Trustee to be exonerated or indemnified for the liabilityaction. This limitation of the Trustee's liability applies despite any other provision of this Deed and extends to all liabilities and obligations of the Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Deed or a Trust. (b) Subject to paragraph (c) below, no person (including any Relevant Party) may take action against the Trustee in any capacity other than as trustee of the relevant Trust or seek the appointment of a receiver (except under the Security Trust Deed), or a liquidator, an administrator or any similar person to the Trustee or prove in any liquidation, administration or arrangements of or affecting the Trustee. (c) The provisions of this clause 15 shall not apply to any obligation or Any liability of the Trustee under this Agreement shall be limited to the extent that it is not satisfied because under a Transaction Document or by operation amount of law there is a reduction in the extent of the Trustee's indemnification or exoneration out of the Assets of the relevant Trust as a result of the Trustee's fraud, negligence, or Default. (d) It is acknowledged that the Relevant Parties are responsible under this Deed or the other Transaction Documents for performing a variety of obligations relating to the Trust. No act or omission of the Deed of Indemnity Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- Trustee (including any related failure to satisfy its obligations under this Deed) will be considered fraud, negligence or Default of the Trustee for the purpose of paragraph (c) above to the extent to which the act or omission was caused or contributed to by any failure by any Relevant Party or any person who has been delegated or appointed compensation received by the Trustee hereunder. Without limiting the foregoing, the Trustee shall be entitled to the benefits of the exculpation and limitation of liability provisions set forth in accordance with the Transaction Documents Plan and Confirmation Order, including, but not limited to fulfil its obligations relating section 9.05 and Article XII of the Plan. With respect to a Trust any attorneys retained by the Trust, nothing in the Agreement is intended to controvert, and this Agreement shall not be construed to be inconsistent with, Rule 1.8(h) of the New York Rules of Professional Conduct. 6.2.2 This Agreement expressly incorporates the last paragraph of Section 12.08 of the Plan as is not intended to limit any claims or by any other act or omission of a Relevant Party actions that the United States Government or any such person. (e) In exercising of its agencies or any State or local authority may have or assert, in their powers under capacity as regulators, and not Beneficiaries of the Transaction DocumentsTrust, each of against the Trust, the Trustee, the Security Trustee and the Noteholders must ensure that no attorney, agent, delegate, receiver or receiver and manager appointed by it in accordance with this Agreement or any other Transaction Documents has authority to act on behalf member of the Trustee in a way which exposes the Trustee to any personal liability Advisory Committee (if applicable), and no act or omission of any such person will be considered fraudtheir respective firms, negligencecompanies, affiliates, partners, officers, directors, members, employees, professionals, advisors, attorneys, financial advisors, investment bankers, disbursing agents, or Default agents, and any of the Trustee for the purpose of paragraph (c) abovesuch Person’s successors and assigns. (f) In this clause, Relevant Parties means each of the Manager, the Servicer, the Custodian, the Calculation Agent, each Paying Agent, the Note Trustee and the provider of any Support Facility. (g) Nothing in this clause limits the obligations expressly imposed on the Trustee under the Transaction Documents.

Limitation of Trustee's Liability. (a1) The Trustee enters into this Deed agreement only in its capacity as trustee of each the Trust and in no other capacity (except where the Transaction Documents provide otherwise). Subject to paragraph (c3) below, a liability arising under or in connection with this Deed agreement or a the Trust can be enforced against the Trustee only to the extent to which it can be satisfied out of the assets and property of the relevant Trust which are available to satisfy the right of the Trustee to be exonerated or indemnified for the liability. This limitation of the Trustee's liability applies despite any other provision of this Deed agreement and extends to all liabilities and obligations of the Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Deed agreement or a the Trust. (b2) Subject to paragraph subparagraph (c3) below, no person (including any Relevant Party) may take action against the Trustee in any capacity other than as trustee of the relevant Trust or seek the appointment of a receiver (except under the Security Trust Deedthis agreement), or a liquidator, an administrator or any similar person to the Trustee or prove in any liquidation, administration or arrangements of or affecting the Trustee. (c3) The provisions of this clause 15 section 16 shall not apply to any obligation or liability of the Trustee to the extent that it is not satisfied because under a Transaction Document or by operation of law there is a reduction in the extent of the Trustee's indemnification or exoneration out of the Assets of the relevant Trust as a result of the Trustee's fraud, negligence, or Default. (d4) It is acknowledged that the Relevant Parties are responsible under this Deed or the other Transaction Documents for performing a variety of obligations relating to the Trust. No act or omission of the Deed of Indemnity Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- Trustee (including any related failure to satisfy its obligations under this Deedagreement) will be considered fraud, negligence or Default of the ISDA Schedule to the Master Agreement for [GRAPHIC OMITTED] Interest Rate Swap Allens Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- Trustee for the purpose of paragraph subparagraph (c3) above to the extent to which the act or omission was caused or contributed to by any failure by any Relevant Party or any person who has been delegated or appointed by the Trustee in accordance with the this agreement or any other Transaction Documents Document to fulfil its obligations relating to a the Trust or by any other act or omission of a Relevant Party or any such person. (e5) In exercising their powers under the Transaction Documents, each of the Trustee, the Security Trustee and the Noteholders must ensure that no attorney, agent, delegate, receiver or receiver and manager appointed by it in accordance with this Agreement or any other Transaction Documents agreement has authority to act on behalf of the Trustee in a way which exposes the Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence, or Default of the Trustee for the purpose of paragraph subparagraph (c3) above. (f6) In this clause, Relevant Parties RELEVANT PARTIES means each of the Manager, the Servicer, the CustodianCalculation Agent, the Calculation AgentNote Registrar, each Paying Agent, the Note Trustee Trustee, and the provider of any a Support Facility. (g7) Nothing in this clause limits the obligations expressly imposed on the Trustee under the Transaction Documents.

Limitation of Trustee's Liability. (a) The Trustee enters into this Deed Agreement only in its capacity as trustee of each Relevant Trust and in no other capacity (except where the Transaction Documents provide otherwise)capacity. Subject to paragraph (c) below, a A liability arising under or in connection with this Deed or a Trust Agreement can be enforced against the Trustee only to the extent to which it can be satisfied out of the assets and property of the relevant Relevant Trust out of which are available to satisfy the right of the Trustee to be exonerated or is actually indemnified for the liability. This limitation of the Trustee's liability applies despite any other provision of this Deed Agreement (other than Clause 1.3(c)) and extends to all liabilities and obligations of the Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Deed or a TrustAgreement. (b) Subject to paragraph (c) below, no person (including any Relevant Party) may take action against The parties other than the Trustee in any capacity other than as trustee of may not xxx the relevant Trust Trustee personally or seek the appointment of a receiver (except under the Security Trust Deed), or a liquidator, an administrator administrator, receiver or any similar person to the Trustee or prove in any liquidation, administration or arrangements arrangement of or affecting the Trustee. (c) The provisions of this clause 15 Clause 1.3 shall not apply to any obligation or liability of the Trustee to the extent that it obligation or liability is not satisfied because because: (i) under a Transaction Document or the trust deed establishing the Trust; or (ii) by operation of law law, there is a reduction in the extent extent, or extinguishment, of the Trustee's indemnification or exoneration out of the Assets assets of the relevant Trust Relevant Trust, as a result of the Trustee's fraud, negligence, negligence or Defaultbreach of trust. (d) It is acknowledged that the Trust Manager of the Relevant Parties are Trust is responsible under this the Master Trust Deed or the other Transaction Documents for performing a variety of obligations relating to the Trust, including under this Agreement. No act or omission of the Deed of Indemnity Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- Trustee (including any related failure to satisfy its obligations under this Deedagreement) will be considered fraud, negligence or Default breach of trust of the Trustee for the purpose of paragraph (cClause 1.3(c) above to the extent to which the act or omission was caused or contributed to by any failure by any Relevant Party the Trust Manager or the Servicer or any other person who has been delegated or properly appointed by the Trustee in accordance with Trustee, the Transaction Documents Trust Manager or the Servicer to fulfil its obligations relating to a the Relevant Trust or by any other act or omission of a Relevant Party the any other person properly appointed by the Trustee, the Trust Manager or any such personthe Servicer. (e) In exercising their powers under the Transaction Documents, each of the Trustee, the Security Trustee and the Noteholders must ensure that no No attorney, agent, delegate, receiver or receiver and manager appointed by it in accordance with this Agreement or any other Transaction Documents has authority to act on behalf of the Trustee in a way which exposes the Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence, negligence or Default breach of trust of the Trustee for the purpose of paragraph (c) aboveClause 1.3(c). (f) In this clause, Relevant Parties means each of the Manager, the Servicer, the Custodian, the Calculation Agent, each Paying Agent, the Note Trustee and the provider of any Support Facility. (g) Nothing in this clause limits the obligations expressly imposed on the Trustee under the Transaction Documents.