Common use of Limitation on Liability of the Clause in Contracts

Limitation on Liability of the. TRUST CASH MANAGER, ANY CO-TRUST CASH MANAGER AND OTHERS (a) The directors, officers, employees or agents of the Trust Cash Manager or any Co-Trust Cash Manager shall not be under any liability to the Receivables Trust, the Receivables Trustee, the Investor Beneficiaries, any Enhancement Provider or any other person hereunder or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Deed and any Supplement PROVIDED, HOWEVER, that this provision shall not protect the directors, officers, employees and agents of the Trust Cash Manager or Co-Trust Cash Manager against any liability which would otherwise be imposed by reason of wilful default, bad faith or gross negligence in the performance of duties hereunder. (b) Except as provided in Clause 10.4 with respect to the Receivables Trust and the Receivables Trustee and its agents, neither the Trust Cash Manager nor any Co-Trust Cash Manager shall be under any liability to the Receivables Trust, the Receivables Trustee and its agents, the Investor Beneficiaries, or any other person for any action in its capacity as Trust Cash Manager or Co-Trust Cash Manager pursuant to this Deed or any Supplement, PROVIDED, HOWEVER, that this provision shall not protect the Trust Cash Manager or Co-Trust Cash Manager against any liability which would otherwise be imposed by reason of wilful default, bad faith or gross negligence in the performance of duties or by reason of its reckless disregard of its obligations and duties hereunder or under any Supplement. (c) The Trust Cash Manager and any Co-Trust Cash Manager may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder.

Limitation on Liability of the. TRUST CASH MANAGERProperty Manager , ANY COthe Special Servicer and the Back-TRUST CASH MANAGER AND OTHERSUp Manager; Environmental Liabilities . (a) The directors, officers, employees or agents None of the Trust Cash Property Manager, the Special Servicer or the Back-Up Manager or any Co-Trust Cash Manager director, partner, member, manager, officer, employee or agent of any such party or Control Person over any of them shall not be under any liability to the Receivables TrustIssuers, the Receivables Indenture Trustee, the Investor BeneficiariesCollateral Agent, any Enhancement Provider the Custodian or the holders of the Notes or the LLC Interests or any other person hereunder Person for any action taken, or not taken, in good faith pursuant to any document delivered hereunderthis Agreement, it being expressly understood or for errors in judgment; provided , however , that all such liability is expressly waived and released as a condition of, and as consideration fornone of the Property Manager, the execution of this Deed and any Supplement PROVIDED, HOWEVER, that this provision Special Servicer or the Back-Up Manager shall not protect the directors, officers, employees and agents of the Trust Cash Manager or Co-Trust Cash Manager be protected against any liability which that would otherwise be imposed by reason of wilful defaultmisfeasance, bad faith or gross negligence in the performance of obligations or duties hereunder. (b) Except as provided in Clause 10.4 with respect to the Receivables Trust . The Property Manager and the Receivables Trustee Special Servicer and its agentsthe Back-Up Manager (each, neither the Trust Cash Manager nor an “Applicable Party ”) and any Co-Trust Cash Manager director, officer, partner, member, manager, employee or agent of any such person or Control Person of any of them shall be entitled to indemnification by the Issuers, payable, subject to Section 5.04 of the Indenture and pursuant to Section 2.11 of the Indenture, against any loss, liability or expense incurred in connection with the performance of duties or obligations hereunder or under any liability other Transaction Document or in connection with any legal action that relates to the Receivables Trust, the Receivables Trustee and its agents, the Investor Beneficiaries, this Agreement or any other person for any action in its capacity as Trust Cash Manager or Co-Trust Cash Manager pursuant to this Deed or any SupplementTransaction Document; provided , PROVIDED, HOWEVERhowever , that this provision such indemnification shall not protect the Trust Cash Manager extend to any loss, liability or Co-Trust Cash Manager against any liability which would otherwise be imposed expense incurred by reason of wilful defaultmisfeasance, bad faith or gross negligence in the performance of obligations or duties under this Agreement. Each Applicable Party shall indemnify the Issuers, the Indenture Trustee and the Collateral Agent and any director, officer, employee, agent or Control Person of any of them against any loss, liability or expense resulting from the misfeasance, bad faith or negligence in the performance of such Applicable Party’s duties or by reason of its reckless disregard of its obligations and duties hereunder or under this Agreement. No Applicable Party shall be under any Supplement.obligation to appear in, prosecute or defend any legal action 80 US-DOCS\ 96557504.7 102826315.7 (cb) The Trust Cash Property Manager and shall enforce or pursue in accordance with the Servicing Standard any Co-Trust Cash claim for payment, indemnity or reimbursement available to any of the Issuers or the Indenture Trustee in respect of any environmental liabilities, losses, claims, costs or expenses, including, without limitation, any right to payment under an Environmental Indemnity Agreement or a Performance Undertaking. The Property Manager may rely in good faith shall seek payment from the Support Provider for any indemnities due under an Environmental Indemnity Agreement to the extent any such amounts are not paid by the applicable Issuer on a current basis from the Available Amount on any document Payment Date in accordance with Section 2.11(b) of the Indenture. Any amounts advanced by Spirit Realty, in its capacity as Property Manager, in respect of environmental matters that are payable by the applicable Issuer under an Environmental Indemnity Agreement and are not reimbursed on a current basis as described above, shall be deemed to be payment by Spirit Realty, in its capacity as Support Provider, and Spirit Realty shall not be entitled to reimbursement of any kind prima facie properly executed and submitted by any person respecting any matters arising hereundersuch amounts as a Property Protection Advance.

Limitation on Liability of the. TRUST CASH MANAGER, ANY CO-TRUST CASH MANAGER AND OTHERS (a) The Special Servicer and --------------------------------------------------- Others. ------ Neither the Special Servicer nor any of the directors, officers, employees or agents of the Trust Cash Manager or any Co-Trust Cash Manager Special Servicer shall not be under any liability to the Receivables Trust, Owner for any action taken or for refraining from the Receivables Trustee, the Investor Beneficiaries, taking of any Enhancement Provider or any other person hereunder or action in good faith pursuant to any document delivered hereunderthis Agreement, it being expressly understood that all such liability is expressly waived and released as a condition ofor for errors in judgment, and as consideration forprovided, the execution of this Deed and any Supplement PROVIDED, HOWEVERhowever, that this provision shall not protect the directorsSpecial Servicer or any such person against any Breach of warranties or representations made herein, officersor failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, employees and agents of the Trust Cash Manager or Co-Trust Cash Manager against any liability which would otherwise be imposed by reason of wilful default, bad faith or gross negligence in any breach of the performance terms and conditions of duties hereunder. (b) Except as provided in Clause 10.4 with respect to the Receivables Trust and the Receivables Trustee and its agents, neither the Trust Cash Manager nor any Co-Trust Cash Manager shall be under any liability to the Receivables Trust, the Receivables Trustee and its agents, the Investor Beneficiaries, or any other person for any action in its capacity as Trust Cash Manager or Co-Trust Cash Manager pursuant to this Deed or any Supplement, PROVIDED, HOWEVER, that this provision shall not protect the Trust Cash Manager or Co-Trust Cash Manager against any liability which would otherwise be imposed by reason of wilful default, bad faith or gross negligence in the performance of duties or by reason of its reckless disregard of its obligations and duties hereunder or under any Supplement. (c) Agreement. The Trust Cash Manager Special Servicer and any Co-Trust Cash Manager director, officer, employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to standby service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability, provided, however, that the Special Servicer may, with the consent of the Owner, undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto. In such event, the Special Servicer shall be entitled to reimbursement from the Owner for the reasonable legal expenses and costs of such action. Notwithstanding the foregoing, in no event shall the Special Servicer be liable to the Owner for indirect, consequential, punitive or loss-of-profit damages; provided, however, the Special Servicer shall indemnify the Owner for any losses with respect to punitive damages caused by the Special Servicer and incurred by the Owner from a final and non- appealable judgment from a court of competent jurisdiction in favor of a third party, provided that the Special Servicer has been provided with an opportunity to defend and control the litigation and that the Owner has not agreed to any settlement without the Special Servicer's prior written consent which consent shall not be unreasonably withheld. This Section 8.02 shall survive any termination of this Agreement.

Limitation on Liability of the. TRUST CASH MANAGERServicing Advisor, ANY CO-TRUST CASH MANAGER AND OTHERSthe ----------------------------------------------------- Servicer and the Custodian. -------------------------- (a) The None of the Servicing Advisor, the Servicer, the Custodian or any of their respective shareholders, directors, officers, employees or agents of the Trust Cash Manager or any Co-Trust Cash Manager shall not be under any liability to each other or to the Receivables Trust, Owner or the Receivables Trustee, Lender for any action taken or for refraining from the Investor Beneficiaries, taking of any Enhancement Provider action in good faith pursuant to this Agreement or any other person hereunder Collateral Loan Documentation, or pursuant to any document delivered hereunderfor errors in judgment; provided, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Deed and any Supplement PROVIDED, HOWEVERhowever, that this provision shall not protect the directors-------- ------- Servicing Advisor, officersthe Servicer, employees and agents of the Trust Cash Manager Custodian or Co-Trust Cash Manager any such Person against any liability which that would otherwise be imposed by reason of wilful defaultwillful misfeasance, bad faith or gross negligence in the performance of duties hereunder. (b) Except as provided in Clause 10.4 with respect to the Receivables Trust and the Receivables Trustee and its agents, neither the Trust Cash Manager nor any Co-Trust Cash Manager shall be under any liability to the Receivables Trust, the Receivables Trustee and its agents, the Investor Beneficiaries, or any other person for any action in its capacity as Trust Cash Manager or Co-Trust Cash Manager pursuant to this Deed or any Supplement, PROVIDED, HOWEVER, that this provision shall not protect the Trust Cash Manager or Co-Trust Cash Manager against any liability which would otherwise be imposed by reason of wilful default, bad faith or gross negligence in the performance of such Person's duties or by reason of its reckless disregard a breach of its such Person's obligations and duties hereunder or under any Supplement. (c) The Trust Cash Manager hereunder. Each of the Servicing Advisor, the Servicer, the Custodian and any Co-Trust Cash Manager of its directors, officers or employees, may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising hereunder. (b) The Owner shall indemnify and hold harmless each of the Servicing Advisor, the Servicer, the Custodian and each of its shareholders, directors, officers, employees or agents (each, an "Indemnified Party") against any claims, losses, penalties, fines, forfeitures, legal fees and expenses, judgments and any other costs, fees and expenses ("Damages") incurred in connection with any legal action relating to this Agreement, or any Collateral Loan Documentation, other than any Damages incurred by the Indemnified Party which relate to or are the result of the willful misfeasance, bad faith or negligence in the performance of the Indemnified Party's duties hereunder or by reason of a breach of the Indemnified Party's obligations and duties hereunder. The Owner shall not indemnify the Servicer, the Servicing Advisor or the Custodian for Damages which relate to or are the result of the willful misfeasance, bad faith or negligence of the officers, directors, employees or agents of such party. The rights, duties and obligations of each party pursuant to this Section 10 shall survive any termination of this Agreement.

Limitation on Liability of the. TRUST CASH MANAGER, ANY COHELOC BACK-TRUST CASH MANAGER UP SERVICER AND OTHERS (a) The directors, officers, . Neither the HELOC Back-Up Servicer nor any of the directors or officers or employees or agents of the Trust Cash Manager or any CoHELOC Back-Trust Cash Manager shall not be under any liability to the Receivables Trust, the Receivables Trustee, the Investor Beneficiaries, any Enhancement Provider or any other person hereunder or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Deed and any Supplement PROVIDED, HOWEVER, that this provision shall not protect the directors, officers, employees and agents of the Trust Cash Manager or Co-Trust Cash Manager against any liability which would otherwise be imposed by reason of wilful default, bad faith or gross negligence in the performance of duties hereunder. (b) Except as provided in Clause 10.4 with respect to the Receivables Trust and the Receivables Trustee and its agents, neither the Trust Cash Manager nor any Co-Trust Cash Manager Up Servicer shall be under any liability to the Receivables TrustCompany, the Receivables Trustee and its agentsIssuer, the Investor BeneficiariesOwner Trustee, the Securities Administrator, the Indenture Trustee or any other person the Class VI-A Noteholders for any action taken or for refraining from the taking of any action in its capacity as Trust Cash Manager or Co-Trust Cash Manager good faith pursuant to this Deed or any SupplementAgreement, PROVIDED, HOWEVER, that this provision shall not protect the Trust Cash Manager HELOC Back-Up Servicer or Co-Trust Cash Manager any such Person against any liability which would otherwise be imposed by reason of wilful defaultits willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or under any Supplement. (c) hereunder. The Trust Cash Manager HELOC Back-Up Servicer and any Codirector or officer or employee or agent of the HELOC Back-Trust Cash Manager Up Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any person Person respecting any matters arising hereunder. The HELOC Back-Up Servicer and any director or officer or employee or agent of the HELOC Back-Up Servicer shall be indemnified by the Trust Estate and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Class VI-A Notes, including any amount paid to the Owner Trustee, the Securities Administrator or the Indenture Trustee pursuant to Section 5.06(b), other than any loss, liability or expense related to any specific HELOC Mortgage Loan or HELOC Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The HELOC Back-Up Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the HELOC Mortgage Loans in accordance with this Agreement, and which in its opinion may involve it in any expense or liability; PROVIDED, HOWEVER, that the HELOC Back-Up Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement, and the rights and duties of the parties hereto and the interests of the Securityholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate, and the HELOC Back-Up Servicer shall be entitled to be reimbursed therefor. The HELOC Back-Up Servicer's right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the HELOC Back-Up Servicer pursuant to Sections 5.04 or 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the. TRUST CASH MANAGER, ANY CO-TRUST CASH MANAGER AND OTHERSMaster Servicer and -------------------------------------------------- Others. ------ (a) The directors, officers, Neither the Master Servicer nor any of the directors or officers or employees or agents of the Trust Cash Manager or any Co-Trust Cash Manager Master Servicer shall not be under any liability to the Receivables Trust, Trust or the Receivables Trustee, Certificateholders for any action taken or for refraining from the Investor Beneficiaries, taking of any Enhancement Provider or any other person hereunder or action by the Master Servicer in good faith pursuant to any document delivered hereunderthis Agreement, it being expressly understood that all such liability is expressly waived and released as a condition ofor for errors in judgment; provided, and as consideration for, the execution of this Deed and any Supplement PROVIDED, HOWEVERhowever, that this provision shall not protect the directors, officers, employees and agents of the Trust Cash Manager Master Servicer or Co-Trust Cash Manager any such Person against any liability which would otherwise be imposed by reason of wilful defaultits willful misfeasance, bad faith or gross negligence in the performance of duties hereunder. (b) Except as provided in Clause 10.4 with respect to of the Receivables Trust and the Receivables Trustee and its agents, neither the Trust Cash Manager nor any Co-Trust Cash Manager shall be under any liability to the Receivables Trust, the Receivables Trustee and its agents, the Investor Beneficiaries, or any other person for any action in its capacity as Trust Cash Manager or Co-Trust Cash Manager pursuant to this Deed or any Supplement, PROVIDED, HOWEVER, that this provision shall not protect the Trust Cash Manager or Co-Trust Cash Manager against any liability which would otherwise be imposed by reason of wilful default, bad faith or gross negligence in the performance of duties Master Servicer or by reason of its reckless disregard of its obligations and duties hereunder or under of the Master Servicer hereunder; provided, further, that this provision shall not be construed to entitle the Master Servicer to indemnity in the event that amounts advanced by the Master Servicer to retire any Supplement. (c) senior lien exceed Net Liquidation Proceeds realized with respect to the related Home Equity Loan. The Trust Cash Manager preceding sentence shall not limit the obligations of the Master Servicer pursuant to Section 9.05. The Master Servicer and any Co-Trust Cash Manager director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the Trust and 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 related to any specific Home Equity Loan or Home Equity Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder; and such amounts shall be payable only pursuant to Section 3.03(vii). (b) The Master Servicer may undertake any such action which it may deem necessary or desirable in respect of this Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Master Servicer shall be entitled to be reimbursed therefor only from amounts distributable pursuant to Section 5.01(a)(xii). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 7.04 or 8.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Master Servicer solely in its capacity as Master Servicer hereunder and in no other capacities.

Limitation on Liability of the. TRUST CASH MANAGERMaster Servicer, ANY COthe Back-TRUST CASH MANAGER AND OTHERS (a) The directorsup Servicer, officers, employees or agents the Property Manager and the Special Servicer. None of the Trust Cash Manager Master Servicer, the Back-up Servicer, the Property Manager, the Special Servicer or any Co-Trust Cash Manager director, officer, employee, agent or control person of either of them shall not be under any liability to the Receivables TrustIssuer, the Receivables Indenture Trustee, the Investor BeneficiariesGrantor Trust Trustee, the Certificate Insurer or the holders of the Notes for any Enhancement Provider action taken, or any other person hereunder or not taken, in good faith pursuant to any document delivered hereunderthis Agreement, it being expressly understood that all such liability is expressly waived and released as a condition ofor for errors in judgement; provided, and as consideration for, the execution of this Deed and any Supplement PROVIDED, HOWEVERhowever, that this provision shall not protect the directorsMaster Servicer, officersthe Back-up Servicer, employees and agents of the Trust Cash Property Manager or Co-the Special Servicer against any liability to the Issuer, the Certificate Insurer, the Grantor Trust Cash Manager Trustee or the Indenture Trustee 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 wilful defaultmisfeasance, bad faith or gross negligence in the performance of obligations or duties hereunder. (b) Except as provided in Clause 10.4 with respect to . The Master Servicer, the Receivables Trust Back-up Servicer, the Property Manager and the Receivables Trustee Special Servicer and its agentsany director, neither officer, employee, agent or control person of the Trust Cash Manager nor any Co-Trust Cash Manager shall be under any liability to the Receivables TrustMaster Servicer, the Receivables Trustee and its agentsBack-up Servicer, the Investor Beneficiaries, or any other person for any action in its capacity as Trust Cash Property Manager or Co-Trust Cash Manager pursuant to this Deed or any Supplement, PROVIDED, HOWEVER, that this provision shall not protect the Trust Cash Manager or Co-Trust Cash Manager against any liability which would otherwise be imposed by reason of wilful default, bad faith or gross negligence in the performance of duties or by reason of its reckless disregard of its obligations and duties hereunder or under any Supplement. (c) The Trust Cash Manager and any Co-Trust Cash Manager Special Servicer may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any person Person respecting any matters arising hereunder. The Master Servicer, the Back-up Servicer, the Property Manager, the Special Servicer and any director, officer, employee, agent or Controlling Person of them shall be entitled to indemnification by the Issuer, payable out of the Collection Account in accordance with Section 3.2(b) of the Indenture, against any loss, liability or expense incurred in connection with any legal action that relates to this Agreement or the Indenture, provided, however, that such indemnification will not extend to any loss, liability or expense incurred by reason of misfeasance, bad faith or negligence in the performance of its obligations or duties under this Agreement. Neither the Master Servicer, the Back-up Servicer, the Property Manager 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 to bear, in its opinion does not involve it in any ultimate expense or liability; provided, however, that each of the Master Servicer, the Back-up Servicer, the Property Manager and the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement or protection of the rights and duties of the parties hereto and the interests of the Issuer 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 Issuer, and the Master Servicer, the Back-up Servicer, the Property Manager and the Special Servicer shall be entitled to be reimbursed therefor from the Collection Account as provided in Section 3.02 of the Indenture.

Limitation on Liability of the. TRUST CASH MANAGER, ANY COHELOC BACK-TRUST CASH MANAGER UP SERVICER AND OTHERS (a) The directors, officers, . Neither the HELOC Back-Up Servicer nor any of the directors or officers or employees or agents of the Trust Cash Manager or any CoHELOC Back-Trust Cash Manager shall not be under any liability to the Receivables Trust, the Receivables Trustee, the Investor Beneficiaries, any Enhancement Provider or any other person hereunder or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Deed and any Supplement PROVIDED, HOWEVER, that this provision shall not protect the directors, officers, employees and agents of the Trust Cash Manager or Co-Trust Cash Manager against any liability which would otherwise be imposed by reason of wilful default, bad faith or gross negligence in the performance of duties hereunder. (b) Except as provided in Clause 10.4 with respect to the Receivables Trust and the Receivables Trustee and its agents, neither the Trust Cash Manager nor any Co-Trust Cash Manager Up Servicer shall be under any liability to the Receivables TrustCompany, the Receivables Trustee and its agentsIssuer, the Investor BeneficiariesOwner Trustee, the Securities Administrator, the Indenture Trustee or any other person the Class IX-A Noteholders for any action taken or for refraining from the taking of any action in its capacity as Trust Cash Manager or Co-Trust Cash Manager good faith pursuant to this Deed or any SupplementAgreement, PROVIDED, HOWEVER, that this provision shall not protect the Trust Cash Manager HELOC Back-Up Servicer or Co-Trust Cash Manager any such Person against any liability which would otherwise be imposed by reason of wilful defaultits willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or under any Supplement. (c) hereunder. The Trust Cash Manager HELOC Back-Up Servicer and any Codirector or officer or employee or agent of the HELOC Back-Trust Cash Manager Up Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any person Person respecting any matters arising hereunder. The HELOC Back-Up Servicer and any director or officer or employee or agent of the HELOC Back-Up Servicer shall be indemnified by the Trust Estate and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Class IX-A Notes, including any amount paid to the Owner Trustee, the Securities Administrator or the Indenture Trustee pursuant to Section 5.06(b), other than any loss, liability or expense related to any specific HELOC Mortgage Loan or HELOC Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The HELOC Back-Up Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the HELOC Mortgage Loans in accordance with this Agreement, and which in its opinion may involve it in any expense or liability; PROVIDED, HOWEVER, that the HELOC Back-Up Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement, and the rights and duties of the parties hereto and the interests of the Securityholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate, and the HELOC Back-Up Servicer shall be entitled to be reimbursed therefor. The HELOC Back-Up Servicer's right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the HELOC Back-Up Servicer pursuant to Sections 5.04 or 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the. TRUST CASH MANAGER, ANY CO-TRUST CASH MANAGER AND OTHERS (a) The directors, officers, Master Servicer and -------------------------------------------------- Others. Neither the Master Servicer nor any of the directors or officers or ------ employees or agents of the Trust Cash Manager or any Co-Trust Cash Manager Master Servicer shall not be under any liability to the Receivables Trust, Trust or the Receivables Trustee, Certificateholders for any action taken or for refraining from the Investor Beneficiaries, taking of any Enhancement Provider or any other person hereunder or action by the Master Servicer in good faith pursuant to any document delivered hereunderthis Agreement, it being expressly understood that all such liability is expressly waived and released as a condition ofor for errors in judgment; provided, and as consideration for, the execution of this Deed and any Supplement PROVIDED, HOWEVERhowever, that this -------- ------- provision shall not protect the directors, officers, employees and agents of the Trust Cash Manager Master Servicer or Co-Trust Cash Manager any such Person against any liability which would otherwise be imposed by reason of wilful defaultits willful misfeasance, bad faith or gross negligence in the performance of duties hereunder. (b) Except as provided in Clause 10.4 with respect to of the Receivables Trust and the Receivables Trustee and its agents, neither the Trust Cash Manager nor any Co-Trust Cash Manager shall be under any liability to the Receivables Trust, the Receivables Trustee and its agents, the Investor Beneficiaries, or any other person for any action in its capacity as Trust Cash Manager or Co-Trust Cash Manager pursuant to this Deed or any Supplement, PROVIDED, HOWEVER, that this provision shall not protect the Trust Cash Manager or Co-Trust Cash Manager against any liability which would otherwise be imposed by reason of wilful default, bad faith or gross negligence in the performance of duties Master Servicer or by reason of its reckless disregard of its obligations and duties hereunder or under any Supplement. (c) of the Master Servicer hereunder. The Trust Cash Manager preceding sentence shall not limit the obligations of the Master Servicer pursuant to Section 9.05. The Master Servicer and any Co-Trust Cash Manager director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima ----- facie properly executed and submitted by any person Person respecting any matters ----- arising hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certifi- xxxxx, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder; provided, -------- however, that such indemnification shall be limited solely to amounts ------ otherwise available for distribution pursuant to Section 5.01(a)(vi)(6) and such amounts shall be paid to the Master Servicer prior to distributions to the Class R Certificateholders. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 7.04 or 8.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Master Servicer solely in its capacity as Master Servicer hereunder and in no other capacities.

Limitation on Liability of the. TRUST CASH MANAGERProperty Manager, ANY COthe Special Servicer and the Back-TRUST CASH MANAGER AND OTHERS (a) The directors, officers, employees or agents Up Manager. None of the Trust Cash Property Manager, the Special Servicer or the Back-Up Manager or any Co-Trust Cash Manager director, officer, employee, agent or Control Person of any of them shall not be under any liability to the Receivables TrustIssuers, the Receivables Trustee, Indenture Trustee or the Investor Beneficiaries, any Enhancement Provider Noteholders or the holders of the Issuer Interests or to any other person hereunder for any action taken, or not taken, in good faith pursuant to any document delivered hereunderthis Agreement, it being expressly understood or for errors in judgment; provided, however, that all such liability is expressly waived and released as a condition of, and as consideration fornone of the Property Manager, the execution of this Deed and any Supplement PROVIDED, HOWEVER, that this provision Special Servicer or the Back-Up Manager shall not protect the directors, officers, employees and agents of the Trust Cash Manager or Co-Trust Cash Manager be protected against any liability which that would otherwise be imposed by reason of wilful defaultmisfeasance, bad faith or gross negligence in the performance (including the failure to perform) of obligations or duties hereunder. . The Property Manager, the Special Servicer and the Back-Up Manager and any director, officer, employee, agent or Control Person of any of them shall be entitled to indemnification by each Issuer, payable, subject to Section 2.11(b) of the Indenture, out of the Payment Account, against any claim, loss, liability or expense incurred in connection with any legal action that relates to this Agreement, the Indenture, the Purchase and Sale Agreements, the Issuer Interests or the Notes; provided, however, that such indemnification shall not extend to any loss, liability or expense incurred by reason of misfeasance, bad faith or negligence in the performance (bincluding the failure to perform) Except as provided of obligations or duties under this Agreement. None of the Property Manager the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective responsibilities under this Agreement and that in Clause 10.4 its opinion may involve it in any expense or liability; provided, however, that each of the Property Manager, the Special Servicer and the Back-Up Manager shall undertake any such action necessary or desirable with respect to the Receivables Trust enforcement or protection of the rights and duties of the parties hereto or the interests of the Issuers 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 Issuers as an Extraordinary Expense and the Receivables Trustee and its agentsProperty Manager, neither the Trust Cash Special Servicer, or the Back-Up Manager nor any Co-Trust Cash Manager as the case may be, shall be under any liability entitled to be reimbursed therefor from the Receivables TrustPayment Account, the Receivables Trustee and its agents, the Investor Beneficiaries, or any other person for any action in its capacity as Trust Cash Manager or Co-Trust Cash Manager pursuant to this Deed or any Supplement, PROVIDED, HOWEVER, that this provision shall not protect Section 2.11(b) of the Trust Cash Manager or Co-Trust Cash Manager against any liability which would otherwise be imposed by reason of wilful default, bad faith or gross negligence in the performance of duties or by reason of its reckless disregard of its obligations and duties hereunder or under any SupplementIndenture. (c) The Trust Cash Manager and any Co-Trust Cash Manager may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder.