Common use of Limitation of Liability of Trustee Clause in Contracts

Limitation of Liability of Trustee. The Trust is a Delaware statutory trust and a separate legal entity under the Delaware Statutory Trust Act and pursuant to such act a trustee, when acting in such capacity, is not personally liable to any person (other than the statutory trust or any beneficial owner thereof) for any act, omission or obligation of a statutory trust. In furtherance thereof, the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by The Bank of New York Mellon (“Bank”), not individually or personally but solely as Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by Bank but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Bank, individually or personally, to perform any covenant either expressed or implied contained herein of the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Bank has made no investigation as to the accuracy or completeness of any recitals, representations and warranties or statements made by the Trust in this Agreement and (e) under no circumstances shall Bank be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents. Further, any actions the Trustee takes with respect to the Trust will be taken only to the extent appropriate authorization or direction is provided to the Trustee pursuant to the terms of the Trust Agreement of the Trust and absent appropriate direction the Trustee will have the express right to take no action on behalf of the Trust regardless of consequences.

Limitation of Liability of Trustee. (1) The Trust is a Delaware statutory trust and a separate legal entity under Trustee, in doing anything or permitting anything to be done in accordance with the Delaware Statutory Trust Act and pursuant to such act a trustee, when acting in such capacity, is not personally liable to any person (other than the statutory trust or any beneficial owner thereof) for any act, omission or obligation terms of a statutory trust. In furtherance thereof, the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed is, and delivered by The Bank of New York Mellon (“Bank”)will be conclusively deemed to be, not individually or personally but acting solely as Trustee trustee of the Trust, Trust and not in the exercise of the powers any other capacity. Any and authority conferred and vested in it, (b) each all of the representations, undertakings warranties, undertakings, covenants, indemnities, agreements and agreements herein other obligations made on the part of the Trust is Trustee therein are made and intended not as personal representations, undertakings warranties, undertakings, covenants, indemnities, agreements and agreements other obligations by Bank the Trustee or for the purpose or with the intention of binding the Trustee in its personal capacity, but is are made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Bank, individually or personally, to perform any covenant either expressed or implied contained herein of the Trust, all such liability, if any, being expressly waived by the parties hereto property and by any Person claiming by, through or under the parties hereto, (d) Bank has made no investigation as to the accuracy or completeness of any recitals, representations and warranties or statements made by the Trust in this Agreement and (e) under no circumstances shall Bank be personally liable for the payment of any indebtedness or expenses assets of the Trust or a specific portion thereof. The Trustee will not be liable for the breach subject to any liability whatsoever, in tort, contract or failure of any obligationotherwise, representation, warranty or covenant made or undertaken by in connection with the Trust under this Agreement Property or the Trust Activities, to the Beneficiaries or to any other related documentsPerson, for any action taken or permitted by it to be taken, or for its failure to take any action, in each case in accordance with the terms of this Agreement. FurtherThe Trustee will not be subject to any liability for any claims, any actions the Trustee takes demands, losses, actions, causes of action, costs, charges, debts, expenses, damages, judgments, liabilities or obligations whatsoever against or with respect to the Trust will or the Trustee, arising out of anything done, omitted to be taken only done or permitted to the extent appropriate authorization or direction is provided to the Trustee be done by it pursuant to the terms of this Agreement and resort will be had solely to the Trust Agreement Property for the payment or performance thereof. No property or assets of the Trust and absent appropriate direction Trustee, owned in its personal capacity or otherwise, will be subject to levy, execution or other enforcement procedure with regard to any obligations under this Agreement. No recourse may be had or taken, directly or indirectly, against the Trustee will have the express right to take no action on behalf in its personal capacity or against any incorporator, director, officer, employee or agent of the Trustee or any predecessor or successor of the Trustee. The foregoing limitations of this Section 4.02 will not apply in respect of any claim, demand, loss, action, cause of action, cost, charge, debt, expense, damage, judgment, liability or obligation whatsoever arising from or in connection with bad faith, wilful misconduct, gross negligence, fraud or the failure to comply with the standard of care referred to in Section 4.01 by the Trustee or any incorporator, director, officer, employee or agent of the Trustee. In no event shall the Trustee be liable for any consequential or special damages, indirect, incidental, exemplary, aggravated or punitive loss or damages including but not limited to loss of reputation, goodwill or business. The Trustee shall not be liable or responsible for loss or damage of any nature whatsoever resulting from official action, war or threat of war, insurrection or civil disturbances, interruptions in postal, telephone, internet, email, fax or other electronic communication systems or power supply, the failure of any third party to fulfil its obligations under any agreement with the Trust regardless or New Transit or the Partnership, or any other factor beyond the Trustee’s control which obstructs, affects, prohibits or delays the Trustee, its directors, officers, employees or agents in carrying out the responsibilities provided for herein, in whole or in part. The Trustee shall have no duty or responsibility to fulfil, observe or perform any of consequencesthe powers or responsibilities of New Transit or the Partnership or any other person except as are stipulated under this Agreement or the Trust Agreement.

Limitation of Liability of Trustee. The Trust It is a Delaware statutory trust expressly understood and a separate legal entity under the Delaware Statutory Trust Act and pursuant to such act a trustee, when acting in such capacity, is not personally liable to any person (other than the statutory trust or any beneficial owner thereof) for any act, omission or obligation of a statutory trust. In furtherance thereof, agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement side letter is executed and delivered by The Bank of New York Mellon (“Bank”)Christiana Trust, not individually or personally in its individual capacity but solely as Trustee of under the TrustTransaction Subsidiary Agreement, in the exercise of the powers and authority conferred and vested in itit under the Transaction Subsidiary Agreement for the Transaction Subsidiary, (b) each of the representations, undertakings and agreements herein made on the part of the Trust Trustee or the Transaction Subsidiary is made and intended not as personal representations, undertakings and agreements by Bank Christiana Trust but is made and intended for the purpose of for binding only the TrustTransaction Subsidiary, (c) nothing herein contained shall be construed as creating any liability on BankChristiana Trust, individually or personally, to perform any covenant either expressed express or implied contained herein of the Trustherein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Bank Christiana Trust has not verified and has not made no any investigation as to the accuracy or completeness of any recitalsrepresentations, representations and warranties or statements made by other obligations of the Trust in Trustee or the Transaction Subsidiary under this Agreement side letter or any other related documents and (e) under no circumstances shall Bank Christiana Trust be personally liable for the payment of any indebtedness or expenses of the Trust Trustee or the Transaction Subsidiary or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust Trustee or the Transaction Subsidiary under this Agreement side letter or any other related documents. Further, any actions the Trustee takes with respect all such liability being limited to the Trust will be taken only to the extent appropriate authorization or direction is provided to the Trustee pursuant to the terms of the Trust Agreement of the Trust and absent appropriate direction the Trustee will have the express right to take no action on behalf of the Trust regardless of consequences.Transaction Subsidiary. LEGAL02/36495004v3

Limitation of Liability of Trustee. The Trust It is a Delaware statutory trust expressly understood and a separate legal entity under the Delaware Statutory Trust Act and pursuant to such act a trustee, when acting in such capacity, is not personally liable to any person (other than the statutory trust or any beneficial owner thereof) for any act, omission or obligation of a statutory trust. In furtherance thereof, agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement Commitment Letter is executed and delivered by The Bank of New York Mellon (“Bank”)Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, not individually or personally but solely as Trustee of the Trusttrustee for the Purchaser, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein or in any other agreement related hereto, as applicable, made on the part of the Trust is Purchaser are made and intended not as personal representations, undertakings and agreements by Bank Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust but is are made and intended for the purpose of binding only the TrustPurchaser, (c) nothing herein contained or in any other agreement related hereto shall be construed as creating any liability on BankWilmington Savings Fund Society, FSB, d/b/a Christiana Trust, individually or personally, to perform any covenant either expressed or implied contained herein of the Trustor therein, as applicable, all such liability, if any, being expressly waived by the parties hereto who are signatories to this Commitment Letter and any other related agreement and by any Person person claiming by, through or under the such parties hereto, and (d) Bank has made no investigation as to the accuracy or completeness of any recitals, representations and warranties or statements made by the Trust in this Agreement and (e) under no circumstances shall Bank Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust be personally liable for the payment of any indebtedness or expenses of the Trust Purchaser or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust Purchaser under this Agreement or Commitment Letter and any other agreement related documentshereto. FurtherIN WITNESS WHEREOF, any actions the Trustee takes with respect Seller and Purchaser have caused their names to the Trust will be taken only to the extent appropriate authorization or direction is provided to the Trustee pursuant to the terms signed hereto by their respective officers thereunto duly authorized as of the Trust Agreement of the Trust day and absent appropriate direction the year first above written. OCWEN LOAN SERVICING, LLC, as Seller By: Name: Title: HLSS MORTGAGE MASTER TRUST, as Purchaser By Wilmington Savings Fund Society, FSB d/b/a Christiana Trust, not in its individual capacity but solely as Trustee will have the express right to take no action on behalf of the Trust regardless of consequences.By: Name: Title: SCHEDULE I MORTGAGE LOAN SCHEDULE [SEE ATTACHMENT] SCHEDULE II COLLATERAL EXCEPTIONS REPORT

Limitation of Liability of Trustee. The Trust It is a Delaware statutory trust expressly understood and a separate legal entity under the Delaware Statutory Trust Act and pursuant to such act a trustee, when acting in such capacity, is not personally liable to any person (other than the statutory trust or any beneficial owner thereof) for any act, omission or obligation of a statutory trust. In furtherance thereof, agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by The Bank of New York Mellon Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust (“Bank”"Christiana Trust"), not individually or personally in its individual capacity but solely as Trustee of trustee (the Trust"Trustee") under the Transaction Subsidiary Agreement, in the exercise of the powers and authority conferred and vested in itit under the Transaction Subsidiary Agreement for the Transaction Subsidiary, (b) each of the representations, undertakings and agreements herein made on the part of the Trust Trustee or the Transaction Subsidiary is made and intended not as personal representations, undertakings and agreements by Bank Christiana Trust but is made and intended for the purpose of for binding only the TrustTransaction Subsidiary, (c) nothing herein contained shall be construed as creating any liability on BankChristiana Trust, individually or personally, to perform any covenant either expressed express or implied contained herein of the Trustherein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Bank Christiana Trust has not verified and has not made no any investigation as to the accuracy or completeness of any recitalsrepresentations, representations and warranties or statements made by other obligations of the Trust in Trustee or the Transaction Subsidiary under this Agreement or any other related documents and (e) under no circumstances shall Bank Christiana Trust be personally liable for the payment of any indebtedness or expenses of the Trust Trustee or the Transaction Subsidiary or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust Trustee or the Transaction Subsidiary under this Agreement or any other related documents. Further, any actions the Trustee takes with respect all such liability being limited to the Trust will be taken only to the extent appropriate authorization or direction is provided to the Trustee pursuant to the terms of the Trust Agreement of the Trust and absent appropriate direction the Trustee will have the express right to take no action on behalf of the Trust regardless of consequencesTransaction Subsidiary.