Liability of the Depositor. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically imposed by these Standard Terms and the related Supplement.
Liability of the Depositor. The Depositor shall be liable in all respects for the obligations, covenants, representations and warranties of the Depositor arising under or related to this Trust Agreement. The Depositor shall be liable only to the extent of the obligations specifically undertaken by it in its capacity as Depositor.
Liability of the Depositor. The Depositor shall be liable in accordance with this Agreement and the Second Step Receivables Assignment only to the extent of the obligations in this Agreement and the Second Step Receivables Assignment specifically undertaken by the Depositor.
Liability of the Depositor. 56 Section 6.02. Limitation on Liability of the Depositor.................................... 56 Section 6.03. Depositor May Purchase Certificates......................................... 57 Section 6.04. Merger or Consolidation of the Depositor.................................... 58
Liability of the Depositor. (a) The Depositor will be liable in accordance with this Agreement only to the extent of the obligations specifically undertaken by the Depositor under this Agreement.
(b) The Depositor will not be liable to the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Servicer or any other Person for any action taken, or not taken, in good faith pursuant to this Agreement or for errors in judgment. All such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Depositor and the issuance of the Notes. Notwithstanding the foregoing, this Section 5.2 will not protect the Depositor against any liability that would otherwise be imposed by reason of the Depositor’s willful misconduct, bad faith or negligence in the performance of its duties under this Agreement.
(c) The Depositor will pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust Property.
(d) The Depositor and any officer, director, employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document believed to be genuine and to have been executed by the proper party in respect of any matters arising under this Agreement.
(e) The Depositor will be under no obligation to appear in, prosecute or defend any legal action that is unrelated to its obligations under this Agreement and that, in its opinion, may cause it to incur any expense or liability.
Liability of the Depositor. The Depositor shall be liable in accordance with the Trust Agreement only to the extent of the obligation specifically imposed thereby.
Liability of the Depositor. (a) Notwithstanding Section 3803 of the Business Trust Statute, the Depositor in its capacity as the holder of the interests described in Section 3.11 shall be liable directly to, and will indemnify each injured party for, all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent that the assets of the Trust that would remain if all of the Notes were paid in full would be insufficient to pay any such losses, claims, damages, liabilities or expenses, or to the extent that such losses, claims, damages, liabilities and expenses in fact are not paid out of the Owner Trust Estate) that the Depositor would be liable for if the Trust were a partnership under the Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable to or indemnify Noteholders or Note Owners for any losses incurred by Noteholders or Note Owners in their capacity as holders of or beneficial owners of interests in limited recourse debt secured by the Owner Trust Estate or be liable to or indemnify Certificateholders for any losses incurred by the Certificateholders if such losses would nevertheless have been incurred if the Certificates were limited recourse debt secured by the Owner Trust Estate. In addition, any third-party creditors of the Trust, or the arrangement between the Depositor and the Trust (other than in connection with the obligations described in the preceding sentence for which the Depositor shall not be liable), shall be deemed third-party beneficiaries of this paragraph.
(b) No Certificateholder other than the Depositor to the extent set forth in paragraph (a) of this Section 2.8, shall have any personal liability for any liability or obligation of the Trust.
(c) The Depositor's obligations under this Section 2.8 are obligations solely of the Depositor and shall not constitute a claim against the Depositor to the extent that the Depositor does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Delaware Trustee and the Owner Trustee, by entering into or accepting this agreement, acknowledge and agree that they shall have no right, title or interest in or to the Other Assets of the Depositor. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Delaware Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from...
Liability of the Depositor. 66 Section 9.2 Limitations on Liability of the Depositor, Claymore Securities, Inc. and MACRO Financial, LLC........................66 Section 9.3
Liability of the Depositor. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement.
(b) Neither the Depositor, nor any of the directors, officers, employees or agents of the Depositor, shall be under any liability to the Trust Fund, the Master Servicer, the Trustee or any Certificateholder 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 Depositor or any such Person against any breach of warranties or representations made herein, or against any specific liability imposed on each such party pursuant to this Agreement or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties hereunder.
Liability of the Depositor. The Depositor shall be liable directly to indemnify each injured party for all losses, claims, damages, liabilities and expenses of the Trust, to the extent not paid out of the Trust Property, to the extent provided in, and subject to the terms and conditions contained in, the Spread Account Agreement; PROVIDED, FURTHER, that the Depositor shall not be liable to indemnify any injured party if such party has agreed that its recourse against the Trust for any obligation or liability of the Trust to such party shall be limited to the assets of the Trust. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the provisos to the preceding sentence for which the Depositor shall not be liable) shall be deemed third party beneficiaries of this paragraph.
