Common use of Limitation on Liability of the Clause in Contracts

Limitation on Liability of the. Special Servicer and --------------------------------------------------- Others. ------ Neither the Special Servicer nor any of the directors, officers, employees or agents of the Special Servicer shall be under any liability to the Owner for any action taken or for 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 Special Servicer or any such person against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. The Special Servicer and any 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 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. Property Manager , the Special Servicer and --------------------------------------------------- Othersthe Back-Up Manager; Environmental Liabilities . ------ Neither (a) None of the Property Manager, the Special Servicer nor or the Back-Up Manager or any director, partner, member, manager, officer, employee or agent of any such party or Control Person over any of the directors, officers, employees or agents of the Special Servicer them shall be under any liability to the Owner Issuers, the Indenture Trustee, the Collateral Agent, the Custodian or the holders of the Notes or the LLC Interests or any other Person for any action taken taken, or for refraining from the taking of any action not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided , provided, howeverhowever , that this provision shall not protect none of the Property Manager, the Special Servicer or any such person the Back-Up Manager shall be protected against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which that would otherwise be imposed by reason of any breach misfeasance, bad faith or negligence in the performance of the terms and conditions of this Agreementobligations or duties hereunder. The Property Manager and the Special Servicer and the Back-Up Manager (each, an “Applicable Party ”) and any director, officer, partner, member, manager, employee or agent of the Special Servicer may rely in good faith on any document such person or Control Person of any kind prima facie properly executed of them shall be entitled to indemnification by the Issuers, payable, subject to Section 5.04 of the Indenture and submitted by pursuant to Section 2.11 of the Indenture, against any Person respecting loss, liability or expense incurred in connection with the performance of duties or obligations hereunder or under any matters arising hereunder. The Special Servicer other Transaction Document or in connection with any legal action that relates to this Agreement or any other Transaction Document; 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 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 obligations under this Agreement. No Applicable Party shall 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 loss80 US-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.DOCS\ 96557504.7 102826315.7

Limitation on Liability of the. Special Contract Seller, the Servicer and --------------------------------------------------- ---------------------------------------------------------------- Others. ------ Neither the Special Contract Seller, the Servicer nor any of the their directors, officers, employees or agents of the Special Servicer shall be under any liability to the Owner Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action in good faith action, pursuant to this Agreement, or for errors in judgment, ; provided, -------- however, that this provision shall not protect the Special Servicer Contract Seller or any such person ------- Person against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, further that this provision -------- ------- shall not protect the Servicer or any breach such Person against any liability that would otherwise be imposed by reason of the terms and conditions of this Agreementits willful misconduct or gross negligence. The Special Contract Seller, the Servicer and any directorof their directors, officerofficers, employee employees or agent of the Special Servicer agents 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. The Special Neither the Contract Seller nor the 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 arises under this Agreement (other than in connection with the Mortgage Loans enforcement of any Contract in accordance with this Agreement Agreement) and which in its opinion may involve it in any expense expenses or liability, ; provided, however, that the Special Servicer may, with the consent of the Owner, may in its -------- ------- discretion undertake any such other legal action which it may deem necessary or desirable in respect of to 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 other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the foregoingCertificate Account, in no event shall and the Special Servicer be liable to the Owner for indirect, consequential, punitive or loss-of-profit damages; provided, however, the Special Servicer shall indemnify be entitled to be reimbursed therefor out of the Owner for any losses with respect to punitive damages caused Certificate Account as provided 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 Agreement5.03.

Limitation on Liability of the. Special Master Servicer and --------------------------------------------------- -------------------------------------------------- Others. ------ Neither the Special Master Servicer nor any of the directors, officers, directors or officers or ------ employees or agents of the Special Master Servicer shall be under any liability to the Owner Trust or the Certificateholders for any action taken or for refraining from the taking of any action by the Master Servicer in good faith pursuant to this Agreement, or for errors in judgment, ; provided, however, that this -------- ------- provision shall not protect the Special Master Servicer or any such person Person against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach its willful misfeasance, bad faith or negligence in the performance of duties of the terms Master Servicer or by reason of its reckless disregard of its obligations and conditions duties of this Agreementthe Master Servicer hereunder. The Special preceding sentence shall not limit the obligations of the Master Servicer pursuant to Section 9.05. The Master Servicer and any director, officer, director or officer or employee or agent of the Special Master Servicer 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. The Special Master Servicer and any director or officer or employee or agent of the Master Servicer shall not be under indemnified by the Trust and held harmless against any obligation to appear inloss, prosecute liability or defend expense incurred in connection with any legal action which is not incidental relating to its duties this Agreement or the Certifi- xxxxx, other than any loss, liability or expense related to standby service the 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 accordance with this Agreement the performance of duties hereunder or by reason of its reckless disregard of obligations and which in its opinion may involve it in any expense or liability, 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 Special Master Servicer may, with prior to distributions to the consent Class R Certificateholders. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Owner, undertake any such action which it may deem necessary Master Servicer pursuant to Section 7.04 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 8.01 with respect to punitive damages caused by the Special Servicer and incurred by the Owner any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from a final and non- appealable judgment from a court of competent jurisdiction in favor of a third party, provided events that the Special Servicer has been provided with an opportunity occurred prior 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 withheldsuch resignation or termination). This Section 8.02 paragraph shall survive any termination of this Agreementapply to the Master Servicer solely in its capacity as Master Servicer hereunder and in no other capacities.

Limitation on Liability of the. Special Contract Seller, the Servicer ------------------------------------------------------------ and --------------------------------------------------- Others. ------ ---------- Neither the Special Contract Seller, the Servicer nor any of the their directors, officers, employees or agents of the Special Servicer shall be under any liability to the Owner Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action in good faith action, pursuant to this Agreement, or for errors in judgment, ; provided, -------- however, that this provision shall not protect the Special Servicer Contract Seller or any such person ------- Person against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, further that this provision -------- ------- shall not protect the Servicer or any breach such Person against any liability that would otherwise be imposed by reason of the terms and conditions of this Agreementits willful misconduct or gross negligence. The Special Contract Seller, the Servicer and any directorof their directors, officerofficers, employee employees or agent of the Special Servicer agents 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. The Special Neither the Contract Seller nor the 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 arises under this Agreement (other than in connection with the Mortgage Loans enforcement of any Contract in accordance with this Agreement Agreement) and which in its opinion may involve it in any expense expenses or liability, ; provided, however, that the Special Servicer may, with the consent of the Owner, may in its -------- ------- discretion undertake any such other legal action which it may deem necessary or desirable in respect of to 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 other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the foregoingCertificate Account, in no event shall and the Special Servicer be liable to the Owner for indirect, consequential, punitive or loss-of-profit damages; provided, however, the Special Servicer shall indemnify be entitled to be reimbursed therefor out of the Owner for any losses with respect to punitive damages caused Certificate Account as provided 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 Agreement5.03.

Limitation on Liability of the. Special Master Servicer and --------------------------------------------------- -------------------------------------------------- Others. ------ Neither the Special Master Servicer nor any of the directors, officers, ------ employees or agents of the Special Master Servicer shall be under any liability to the Owner Trustee or the Certificateholders for any action taken or for 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 Special Master Servicer or any such person against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which that would otherwise be imposed by reason of any breach willful misfeasance, bad faith or negligence in its performance of the terms its duties or by reason of reckless disregard for its obligations and conditions of duties under this Agreement. The Special Master Servicer and any director, officer, employee or agent of the Special Master Servicer 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. The Special Master Servicer shall not be under any no obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties to standby master service the Mortgage Loans in accordance with this Agreement and which that in its opinion may involve it in any expense expenses or liability, ; provided, however, that the Special Master Servicer may, with the consent of the Owner, may in its sole discretion undertake any such action which that it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties heretohereto and the interests of the Certificateholders hereunder. 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 action and any liability resulting therefrom shall be expenses, costs and liabilities of the foregoing, in no event shall Trust Fund and the Special Servicer be liable to the Owner for indirect, consequential, punitive or loss-of-profit damages; provided, however, the Special Master Servicer shall indemnify be entitled to be reimbursed therefor out of the Owner for any losses with respect to punitive damages caused Collection Account it maintains as provided 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 Agreement4.02.

Limitation on Liability of the. Special Servicer and --------------------------------------------------- OthersHELOC BACK-UP SERVICER AND OTHERS. ------ Neither the Special HELOC Back-Up Servicer nor any of the directors, officers, directors or officers or employees or agents of the Special HELOC Back-Up Servicer shall be under any liability to the Company, the Issuer, the Owner Trustee, the Securities Administrator, the Indenture Trustee or the Class VI-A Noteholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgmentPROVIDED, provided, howeverHOWEVER, that this provision shall not protect the Special HELOC Back-Up Servicer or any such person Person against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach its willful misfeasance, bad faith or gross negligence in the performance of the terms its duties hereunder or by reason of its reckless disregard of its obligations and conditions of this Agreementduties hereunder. The Special HELOC Back-Up Servicer and any director, officer, director or officer or employee or agent of the Special HELOC Back-Up Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Special 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 standby service the HELOC Mortgage Loans in accordance with this Agreement Agreement, and which in its opinion may involve it in any expense or liability; PROVIDED, provided, howeverHOWEVER, that the Special HELOC Back-Up Servicer may, with the consent of the Owner, may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties heretohereto and the interests of the Securityholders hereunder. 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 action and any liability resulting therefrom shall be expenses, costs and liabilities of the foregoingTrust Estate, in no event shall and the Special Servicer be liable to the Owner for indirect, consequential, punitive or lossHELOC Back-of-profit damages; provided, however, the Special Up Servicer shall indemnify 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 Owner for any losses HELOC Back-Up Servicer pursuant to Sections 5.04 or 6.01 with respect to punitive damages caused by the Special Servicer and incurred by the Owner any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from a final and non- appealable judgment from a court of competent jurisdiction in favor of a third party, provided events that the Special Servicer has been provided with an opportunity occurred prior 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 Agreementsuch resignation or termination).

Limitation on Liability of the. Special Contract Seller, the Servicer and --------------------------------------------------- Others. ------ Neither ---------------------------------------------------------------- None of the Special Contract Seller, the Servicer nor or any of the their members, shareholders, directors, officers, employees or agents of the Special Servicer shall be under any liability to the Owner Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action in good faith action, pursuant to this Agreement; PROVIDED, or for errors in judgment, provided, howeverHOWEVER, that this provision shall not protect the Special Servicer Contract Seller or any such person Person against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, further that this provision shall not protect the Servicer or any breach such Person against any liability that would otherwise be imposed by reason of the terms and conditions of this Agreementits willful misconduct or gross negligence. The Special Contract Seller, the Servicer and any directorof their members, officershareholders, employee directors, officers, employees or agent of the Special Servicer agents 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. The Special Neither the Contract Seller nor the 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 arises under this Agreement (other than in connection with the Mortgage Loans enforcement by the Servicer of any Contract in accordance with this Agreement Agreement) and which in its opinion may involve it in any expense expenses or liability; PROVIDED, provided, howeverHOWEVER, that the Special Servicer may, with the consent of the Owner, may in its discretion undertake any such other legal action which it may deem necessary or desirable in respect of to 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 other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the foregoingCertificate Account, in no event shall and the Special Servicer be liable to the Owner for indirect, consequential, punitive or loss-of-profit damages; provided, however, the Special Servicer shall indemnify be entitled to be reimbursed therefor out of the Owner for any losses with respect to punitive damages caused Certificate Account as provided 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 Agreement5.03.

Limitation on Liability of the. Special Servicing Advisor, the ----------------------------------------------------- Servicer and --------------------------------------------------- Others. ------ Neither the Special Servicer Servicing Advisor or the Servicer, nor any of the ------------------- their respective partners, shareholders, directors, officers, employees or agents of the Special Servicer agents, shall be under any liability to the Owner Trust or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this AgreementAgreement or any Loan Document, or for errors in judgment, ; provided, however, that this provision shall not protect the Special Servicing Advisor, -------- ------- the Servicer or any such person against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach willful misfeasance, bad faith or negligence in the performance of the terms its duties or by reason of reckless disregard of his or its obligations and conditions of this Agreementduties hereunder. The Special Servicing Advisor, the Servicer and any directorof their respective partners, officerdirectors, employee officers or agent of the Special Servicer employees, 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. The Special Servicing Advisor, the Servicer and each of their respective partners, shareholders, directors, officers, employees or agents, 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, any Loan Document 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 reckless disregard of his or its obligations and duties hereunder. Neither the Servicing Advisor nor the 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 under this Agreement and which that in its opinion may involve it in any expense or liability, ; provided, however, that the Special Servicer mayServicing -------- ------- Advisor or the Servicer, as the case may be, may in its discretion and with the prior written consent of the OwnerRequired Holders (and if the Class A Certificates are outstanding, Holders of Class B Certificates evidencing at least 66 2/3% of the Aggregate Class B Certificate Principal Balance), 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 hereto and the interest of the Certificateholders hereunder and, in such event, the Special Servicer shall be entitled to reimbursement from the Owner for the reasonable legal expenses and costs of such actionaction and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate, and the Servicing Advisor or the Servicer shall be entitled to be reimbursed therefor. Notwithstanding Any amounts payable to the foregoingServicing Advisor or the Servicer under this Section 7.02 will be payable solely from funds available to be distributed on each Distribution Date pursuant to Section 5.03(b)(iv)(M) or Section 5.03(b)(iv)(O) hereof, as applicable, and in no event shall the Special Servicer will be liable payable prior to the Owner for indirect, consequential, punitive or loss-of-profit damages; provided, however, the Special Servicer shall indemnify the Owner for payment of distributions required to be made to Class A Certificateholders on 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 AgreementDistribution Date.

Limitation on Liability of the. Special Contract Seller, the Servicer and --------------------------------------------------- ---------------------------------------------------------------- Others. ------ Neither the Special Contract Seller, the Servicer nor any of the their directors, officers, employees or agents of the Special Servicer shall be under any liability to the Owner Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action in good faith action, pursuant to this Agreement, or for errors in judgment, ; provided, -------- however, that this provision shall not protect the Special Servicer Contract Seller or any such person ------- Person against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, further that this provision -------- ------- shall not protect the Servicer or any breach such Person against any liability that would otherwise be imposed by reason of the terms and conditions of this Agreementits willful misconduct or gross negligence. The Special Contract Seller, the Servicer and any directorof their directors, officerofficers, employee employees or agent of the Special Servicer agents 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. The Special Neither the Contract Seller nor the 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 arises under this Agreement (other than in connection with the Mortgage Loans enforcement of any Contract in accordance with this Agreement Agreement) and which in its opinion may involve it in any expense expenses or liability, ; provided, however, that the Special Servicer may, with the consent of the Owner, may in its -------- ------- discretion undertake any such other legal action which it may deem necessary or desirable in respect of to 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 other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the foregoingapplicable Certificate Account, in no event shall and the Special Servicer be liable to the Owner for indirect, consequential, punitive or loss-of-profit damages; provided, however, the Special Servicer shall indemnify be entitled to be reimbursed therefor out of the Owner for any losses with respect to punitive damages caused applicable Certificate Account as provided 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 Agreement5.03.

Limitation on Liability of the. Special Contract Seller, the Servicer and --------------------------------------------------- ---------------------------------------------------------------- Others. ------ Neither the Special Contract Seller, the Servicer nor any of the their members, shareholders, directors, officers, employees or agents of the Special Servicer shall be under any liability to the Owner Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action in good faith action, pursuant to this Agreement, or for errors in judgment, ; provided, however, that this provision shall not protect the Special Servicer -------- ------- Contract Seller or any such person Person against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, -------- further that this provision shall not protect the Servicer or any breach such Person ------- against any liability that would otherwise be imposed by reason of the terms and conditions of this Agreementits willful misconduct or gross negligence. The Special Contract Seller, the Servicer and any directorof their members, officershareholders, employee directors, officers, employees or agent of the Special Servicer agents 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. The Special Neither the Contract Seller nor the 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 arises under this Agreement (other than in connection with the Mortgage Loans enforcement of any Contract in accordance with this Agreement Agreement) and which in its opinion may involve it in any expense expenses or liability, ; provided, however, that the Special Servicer may, with the consent of the Owner, may in its discretion undertake -------- ------- any such other legal action which it may deem necessary or desirable in respect of to 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 other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the foregoingCertificate Account, in no event shall and the Special Servicer be liable to the Owner for indirect, consequential, punitive or loss-of-profit damages; provided, however, the Special Servicer shall indemnify be entitled to be reimbursed therefor out of the Owner for any losses with respect to punitive damages caused Certificate Account as provided 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 Agreement5.03.

Limitation on Liability of the. Special Contract Seller, the Servicer ------------------------------------------------------------ and --------------------------------------------------- Others. ------ ---------- Neither the Special Contract Seller, the Servicer nor any of the their members, shareholders, directors, officers, employees or agents of the Special Servicer shall be under any liability to the Owner Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action in good faith action, pursuant to this Agreement, or for errors in judgment, ; provided, however, that this provision shall not protect the Special Servicer -------- ------- Contract Seller or any such person Person against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, -------- further that this provision shall not protect the Servicer or any breach such Person ------- against any liability that would otherwise be imposed by reason of the terms and conditions of this Agreementits willful misconduct or gross negligence. The Special Contract Seller, the Servicer and any directorof their members, officershareholders, employee directors, officers, employees or agent of the Special Servicer agents 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. The Special Neither the Contract Seller nor the 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 arises under this Agreement (other than in connection with the Mortgage Loans enforcement by the Servicer of any Contract in accordance with this Agreement Agreement) and which in its opinion may involve it in any expense expenses or liability, ; provided, however, that the Special Servicer may, with the consent of the Owner, may in its -------- ------- discretion undertake any such other legal action which it may deem necessary or desirable in respect of to 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 other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the foregoingCertificate Account, in no event shall and the Special Servicer be liable to the Owner for indirect, consequential, punitive or loss-of-profit damages; provided, however, the Special Servicer shall indemnify be entitled to be reimbursed therefor out of the Owner for any losses with respect to punitive damages caused Certificate Account as provided 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 Agreement5.03.

Limitation on Liability of the. Special Contract Seller, the Servicer ------------------------------------------------------------- and --------------------------------------------------- Others. ------ ---------- Neither the Special Contract Seller, the Servicer nor any of the their members, shareholders, directors, officers, employees or agents of the Special Servicer shall be under any liability to the Owner Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action in good faith action, pursuant to this Agreement, or for errors in judgment, ; provided, however, that this provision shall not protect the Special Servicer --------- ------- Contract Seller or any such person Person against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, ------- further that this provision shall not protect the Servicer or any breach such Person ------- against any liability that would otherwise be imposed by reason of the terms and conditions of this Agreementits willful misconduct or gross negligence. The Special Contract Seller, the Servicer and any directorof their members, officershareholders, employee directors, officers, employees or agent of the Special Servicer agents 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. The Special Neither the Contract Seller nor the 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 arises under this Agreement (other than in connection with the Mortgage Loans enforcement by the Servicer of any Contract in accordance with this Agreement Agreement) and which in its opinion may involve it in any expense expenses or liability, ; provided, however, that the Special Servicer may, with the consent of the Owner, may in its discretion undertake any such -------- ------- other legal action which it may deem necessary or desirable in respect of to 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 other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the foregoingCertificate Account, in no event shall and the Special Servicer be liable to the Owner for indirect, consequential, punitive or loss-of-profit damages; provided, however, the Special Servicer shall indemnify be entitled to be reimbursed therefor out of the Owner for any losses with respect to punitive damages caused Certificate Account as provided 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 Agreement5.03.

Limitation on Liability of the. Special Contract Seller, the --------------------------------------------------- Servicer and --------------------------------------------------- Others. ------ Neither ------------------- None of the Special Contract Seller, the Servicer nor or any of the their members, shareholders, directors, officers, employees or agents of the Special Servicer shall be under any liability to the Owner Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action in good faith action, pursuant to this Agreement, or for errors in judgment, ; provided, however, that this provision shall not protect the Special Servicer -------- ------- Contract Seller or any such person Person against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, -------- further that this provision shall not protect the Servicer or any breach such Person ------- against any liability that would otherwise be imposed by reason of the terms and conditions of this Agreementits willful misconduct or gross negligence. The Special Contract Seller, the Servicer and any directorof their members, officershareholders, employee directors, officers, employees or agent of the Special Servicer agents 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. The Special Neither of the Contract Seller or the 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 arises under this Agreement (other than in connection with the Mortgage Loans enforcement by the Servicer of any Contract in accordance with this Agreement Agreement) and which in its opinion may involve it in any expense expenses or liability, ; provided, however, that the Special Servicer may, with the consent of the Owner, may in its discretion undertake any such -------- ------- other legal action which it may deem necessary or desirable in respect of to 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 other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the foregoingCertificate Account, in no event shall and the Special Servicer be liable to the Owner for indirect, consequential, punitive or loss-of-profit damages; provided, however, the Special Servicer shall indemnify be entitled to be reimbursed therefor out of the Owner for any losses with respect to punitive damages caused Certificate Account as provided 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 Agreement5.03.

Limitation on Liability of the. Special Master Servicer and --------------------------------------------------- -------------------------------------------------- Others. ------ Neither the Special Master Servicer nor any of the directors, officers, ------ employees or agents of the Special Master Servicer shall be under any liability to the Owner Trustee or the Certificateholders for any action taken or for 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 Special Master Servicer or any such person against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which that would otherwise be imposed by reason of any breach willful misfeasance, bad faith or negligence in its performance of the terms its duties or by reason of reckless disregard for its obligations and conditions of duties under this Agreement. The Special Master Servicer and any director, officer, employee or agent of the Special Master Servicer 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. The Special Master Servicer shall not be under any no obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties to standby master service the Mortgage Loans in accordance with this Agreement and which that in its opinion may involve it in any expense expenses or liability, ; provided, however, that the Special Master Servicer may, with the consent of the Owner, may in its sole discretion undertake any such action which that it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties heretohereto and the interests of the Certificateholders hereunder. 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 action and any liability resulting therefrom shall be expenses, costs and liabilities of the foregoing, in no event shall Trust Fund and the Special Servicer be liable to the Owner for indirect, consequential, punitive or loss-of-profit damages; provided, however, the Special Master Servicer shall indemnify be entitled to be reimbursed therefor out of the Owner for any losses with respect to punitive damages caused Collection Account it maintains as provided by the Special Section 4.02. The Master 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 withheldliable for any acts or omissions of any Servicer. This Section 8.02 In particular, the Master Servicer shall survive not be liable for any termination servicing errors or interruptions resulting from any failure of this Agreementany Servicer to maintain computer and other information systems that are year-2000 compliant.

Limitation on Liability of the. Special Contract Seller, the Servicer ------------------------------------------------------------ and --------------------------------------------------- Others. ------ Neither ---------- None of the Special Contract Seller, the Servicer nor or any of the their members, shareholders, directors, officers, employees or agents of the Special Servicer shall be under any liability to the Owner Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action in good faith action, pursuant to this Agreement, or for errors in judgment, ; provided, however, that this provision shall not protect the Special Servicer -------- ------- Contract Seller or any such person Person against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, -------- further that this provision shall not protect the Servicer or any breach such Person ------- against any liability that would otherwise be imposed by reason of the terms and conditions of this Agreementits willful misconduct or gross negligence. The Special Contract Seller, the Servicer and any directorof their members, officershareholders, employee directors, officers, employees or agent of the Special Servicer agents 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. The Special Neither of the Contract Seller or the 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 arises under this Agreement (other than in connection with the Mortgage Loans enforcement by the Servicer of any Contract in accordance with this Agreement Agreement) and which in its opinion may involve it in any expense expenses or liability, ; provided, however, that the Special Servicer may, with the consent of the Owner, may in its discretion undertake any such -------- ------- other legal action which it may deem necessary or desirable in respect of to 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 other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the foregoingCertificate Account, in no event shall and the Special Servicer be liable to the Owner for indirect, consequential, punitive or loss-of-profit damages; provided, however, the Special Servicer shall indemnify be entitled to be reimbursed therefor out of the Owner for any losses with respect to punitive damages caused Certificate Account as provided 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 Agreement5.03.

Limitation on Liability of the. Master Servicer, the Back-up Servicer, the Property Manager and the Special Servicer and --------------------------------------------------- OthersServicer. ------ Neither None of the Master Servicer, the Back-up Servicer, the Property Manager, the Special Servicer nor or any director, officer, employee, agent or control person of the directors, officers, employees or agents either of the Special Servicer them shall be under any liability to the Owner Issuer, the Indenture Trustee, the Grantor Trust Trustee, the Certificate Insurer or the holders of the Notes for any action taken taken, or for refraining from the taking of any action not taken, in good faith pursuant to this Agreement, or for errors in judgment, judgement; provided, however, that this provision shall not protect the Master Servicer, the Back-up Servicer, the Property Manager or the Special Servicer or any such person against any Breach liability to the Issuer, the Certificate Insurer, the Grantor Trust Trustee or the Indenture Trustee for the breach of warranties a representation, warranty or representations covenant made herein, or failure against any expense or liability specifically required to perform its obligations in strict compliance with any standard be borne by such party without right of care set forth in this Agreementreimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of any breach misfeasance, bad faith or negligence in the performance of the terms and conditions of this Agreementobligations or duties hereunder. The Master Servicer, the Back-up Servicer, the Property Manager and the Special Servicer and any director, officer, employee employee, agent or agent control person of the Master Servicer, the Back-up Servicer, the Property Manager or the 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 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 not be under any obligation to appear in, prosecute or defend any legal action which unless such action is not incidental related to its respective duties to standby service the Mortgage Loans in accordance with under this Agreement and and, except in the case of a legal action the costs of which it is specifically required hereunder to bear, in its opinion may 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, with the consent of the Owner, may in its discretion undertake any such action which it may deem necessary or desirable in with respect to the enforcement or protection of this Agreement and the rights and duties of the parties heretohereto 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 reimbursement be reimbursed therefor from the Owner for Collection Account as provided in Section 3.02 of 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 AgreementIndenture.

Limitation on Liability of the. Special Contract Sellers, the Servicer ------------------------------------------------------------- and --------------------------------------------------- Others. ------ ---------- Neither the Special Contract Sellers, the Servicer nor any of the their directors, officers, employees or agents of the Special Servicer shall be under any liability to the Owner Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action in good faith action, pursuant to this Agreement, or for errors in judgment, ; provided, -------- however, that this provision shall not protect the Special Servicer Contract Sellers or any such person ------- Person against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, further that this provision -------- ------- shall not protect the Servicer or any breach such Person against any liability that would otherwise be imposed by reason of the terms and conditions of this Agreementits willful misconduct or gross negligence. The Special Contract Sellers, the Servicer and any directorof their directors, officerofficers, employee employees or agent of the Special Servicer agents 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. The Special Neither the Contract Sellers nor the 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 arises under this Agreement (other than in connection with the Mortgage Loans enforcement of any Contract in accordance with this Agreement Agreement) and which in its opinion may involve it in any expense expenses or liability, ; provided, however, that the Special Servicer may, with the consent of the Owner, may in its -------- ------- discretion undertake any such other legal action which it may deem necessary or desirable in respect of to 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 other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the foregoingCertificate Account, in no event shall and the Special Servicer be liable to the Owner for indirect, consequential, punitive or loss-of-profit damages; provided, however, the Special Servicer shall indemnify be entitled to be reimbursed therefor out of the Owner for any losses with respect to punitive damages caused Certificate Account as provided 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 Agreement5.03.

Limitation on Liability of the. Special Servicer and --------------------------------------------------- OthersHELOC BACK-UP SERVICER AND OTHERS. ------ Neither the Special HELOC Back-Up Servicer nor any of the directors, officers, directors or officers or employees or agents of the Special HELOC Back-Up Servicer shall be under any liability to the Company, the Issuer, the Owner Trustee, the Securities Administrator, the Indenture Trustee or the Class IX-A Noteholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgmentPROVIDED, provided, howeverHOWEVER, that this provision shall not protect the Special HELOC Back-Up Servicer or any such person Person against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach its willful misfeasance, bad faith or gross negligence in the performance of the terms its duties hereunder or by reason of its reckless disregard of its obligations and conditions of this Agreementduties hereunder. The Special HELOC Back-Up Servicer and any director, officer, director or officer or employee or agent of the Special HELOC Back-Up Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Special 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 standby service the HELOC Mortgage Loans in accordance with this Agreement Agreement, and which in its opinion may involve it in any expense or liability; PROVIDED, provided, howeverHOWEVER, that the Special HELOC Back-Up Servicer may, with the consent of the Owner, may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties heretohereto and the interests of the Securityholders hereunder. 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 action and any liability resulting therefrom shall be expenses, costs and liabilities of the foregoingTrust Estate, in no event shall and the Special Servicer be liable to the Owner for indirect, consequential, punitive or lossHELOC Back-of-profit damages; provided, however, the Special Up Servicer shall indemnify 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 Owner for any losses HELOC Back-Up Servicer pursuant to Sections 5.04 or 6.01 with respect to punitive damages caused by the Special Servicer and incurred by the Owner any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from a final and non- appealable judgment from a court of competent jurisdiction in favor of a third party, provided events that the Special Servicer has been provided with an opportunity occurred prior 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 Agreementsuch resignation or termination).

Limitation on Liability of the. Property Manager, the Special Servicer and --------------------------------------------------- Othersthe Back-Up Manager. ------ Neither None of the Property Manager, the Special Servicer nor or the Back-Up Manager or any director, officer, employee, agent or Control Person of any of the directors, officers, employees or agents of the Special Servicer them shall be under any liability to the Owner Issuers, the Indenture Trustee or the Noteholders or the holders of the Issuer Interests or to any other person for any action taken taken, or for refraining from the taking of any action not taken, in good faith pursuant to this Agreement, or for errors in judgment, ; provided, however, that this provision shall not protect none of the Property Manager, the Special Servicer or any such person the Back-Up Manager shall be protected against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which that would otherwise be imposed by reason of any breach misfeasance, bad faith or negligence in the performance (including the failure to perform) of the terms and conditions of this Agreementobligations or duties hereunder. The Property Manager, the Special Servicer and the Back-Up Manager and any director, officer, employee employee, agent or agent 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 (including the failure to perform) of obligations or duties under this Agreement. None of the Property Manager the Special Servicer 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. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties to standby service the Mortgage Loans in accordance with respective responsibilities under this Agreement and which that in its opinion may involve it in any expense or liability, ; provided, however, that each of the Property Manager, the Special Servicer may, with and the consent of the Owner, Back-Up Manager shall undertake any such action which it may deem necessary or desirable in with respect to the enforcement or protection of this Agreement and the rights and duties of the parties heretohereto or the interests of the Issuers hereunder. 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 , and any liability resulting therefrom, shall be expenses, costs and liabilities of the foregoing, in no event shall Issuers as an Extraordinary Expense and the Special Servicer be liable to the Owner for indirect, consequential, punitive or loss-of-profit damages; provided, howeverProperty Manager, the Special Servicer Servicer, or the Back-Up Manager as the case may be, shall indemnify be entitled to be reimbursed therefor from the Owner for any losses with respect Payment Account, pursuant to punitive damages caused by Section 2.11(b) of 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 AgreementIndenture.