Common use of Limitation on Liability of the Depositor Clause in Contracts

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust Agreement, the Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b) hereof, or otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any of the directors, officers, employees or agents of the Depositor shall be under any liability to the Trustee, the Trust Property or the Holders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Trust 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, representations or covenants made in the Trust Agreement, or against any specific liability imposed on the Depositor pursuant to the Trust Agreement, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties specifically set forth in the Trust Agreement or by reason of reckless disregard of obligations and duties specifically set forth in the Trust Agreement. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under the Trust Agreement and, in its reasonable opinion, does not involve it in any expense or liability; provided, however, that the Depositor may in its discretion undertake any such action which it may deem necessary or desirable with respect to the Trust Agreement and the rights and duties of the parties thereto and the interests of the Holders.

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust Agreement, the The Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b) hereof, funds or otherwise incur financial liability in the performance of its duties thereunder hereunder or under a Series Supplement or in the exercise of any of its rights or powers power if reasonable grounds exist for believing that the repayment of or such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any of the its directors, officers, employees or agents of the Depositor shall be under any liability to the Trustee, the any Trust Property or the Holders Certificateholders of any Series for any action taken, or for refraining from the taking of any action, in good faith pursuant to the this Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or any such person against any breach of warrantiesrepresentations, representations warranties or covenants made in the Trust Agreement, or against any specific liability imposed on the Depositor pursuant to the Trust Agreementherein, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties specifically set forth in the Trust Agreement or by reason of reckless disregard of its obligations and duties specifically set forth hereunder. Unless otherwise provided in a related Series Supplement, each Trust will indemnify and hold harmless the Depositor and any director, officer, employee or agent of the Depositor against any loss, liability or expense incurred in connection with any legal action relating to the Trust Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the Trust Agreement. performance of duties by the Depositor and any of its directors, officers, employees or agents hereunder or by reason of reckless disregard of their obligations and duties hereunder. (c) The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under the this Trust Agreement and, in its reasonable opinion, does not involve it in any expense or liability; provided, however, that the Depositor may in its discretion undertake any such action which it may deem necessary or desirable with respect to the this Trust Agreement and the rights and duties of the parties thereto hereto and the interests of the HoldersCertificateholders hereunder. The Depositor shall be under no obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of any Underlying Securities. (d) The Depositor shall not be liable to any Certificateholder for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any Certificateholder of a Certificate or any other person believed by it in good faith to be competent to give such advice or information, including, without limitation, the Calculation Agent, the Market Agent or the other party to this Trust Agreement. The Depositor may rely and shall be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. (e) The Depositor shall not incur any liability to any Certificateholder if, by reason of any provision of any present or future law, or regulation thereunder, or any governmental authority, or by any reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositor shall be prevented or forbidden from doing or performing any act or thing which the terms of this Trust Agreement provide shall be done or performed; and the Depositor shall not incur any liability to any Certificateholder by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Trust Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Trust Agreement.

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust this Agreement, the Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b8.05(b) hereof, or otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any of the directors, officers, employees or agents of the The Depositor shall be under not have any liability liability, for any losses, costs or damages or otherwise, to the Trustee, the Trust Property Trustee or the Holders Certificateholders for any action taken, act or omission except for refraining from the taking of any action, in good faith pursuant to the Trust 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, representations or covenants made in the Trust Agreement, or against any specific liability imposed on the Depositor pursuant to the Trust Agreement, or against any liability which would otherwise be imposed by reason of its willful misfeasancemisconduct, bad faith or gross negligence in the performance of duties specifically set forth in this Agreement. Notwithstanding anything to the Trust Agreement contrary contained herein, the managers, officers, employees and agents of the Depositor shall not have any liability, for any losses, costs or by reason damages or otherwise, to the Trustee or the Certificateholders for any act or omission, whether on their part or on the part of reckless disregard of obligations and duties specifically set forth in the Trust AgreementDepositor or otherwise. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under the Trust Agreement and, in its reasonable opinion, does not involve it in any expense or liabilityProceeding; provided, however, that the Depositor may in its discretion undertake any such action Proceeding which it may deem necessary or desirable with respect to this Agreement. (c) The sole obligor with respect to any Underlying Note is the Underlying Issuer thereof. The Depositor shall not have any obligation on or with respect to the Underlying Notes. The Depositor, in its capacity as the depositor of the Underlying Notes into the Trust Agreement and under this Agreement, is not authorized to proceed against the Underlying Issuer of any Underlying Note upon the occurrence of a Default Event or otherwise or to assert the rights and duties privileges of Certificateholders (except to the parties thereto extent the Depositor is otherwise a Certificateholder) and the interests of the Holdershas no duty in respect thereof.

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust this Agreement, the Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b8.05(b) hereof, or otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any of the directorsUnless otherwise expressly specified in this Agreement, officers, employees or agents of the Depositor shall be under not have any liability liability, for any losses, costs or damages or otherwise, to the Trustee, the Trust Property Trustee or the Holders Certificateholders for any action taken, act or omission except for refraining from the taking of any action, in good faith pursuant to the Trust 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, representations or covenants made in the Trust Agreement, or against any specific liability imposed on the Depositor pursuant to the Trust Agreement, or against any liability which would otherwise be imposed by reason of its willful misfeasancemisconduct, bad faith or gross negligence in the performance of duties specifically set forth in the Trust Agreement or by reason of reckless disregard of obligations and duties specifically set forth in the Trust this Agreement. The Notwithstanding anything to the contrary contained herein, the managers, officers, employees and agents of the Depositor shall not have any liability, for any losses, costs or damages or otherwise, to the Trustee or the Certificateholders for any act or omission, whether on their part or on the part of the Depositor or otherwise. (c) Unless otherwise expressly specified in this Agreement, the Depositor shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under the Trust Agreement and, in its reasonable opinion, does not involve it in any expense or liabilityProceeding; provided, however, that the Depositor may in its discretion undertake any such action Proceeding which it may deem necessary or desirable with respect to this Agreement. (d) The sole obligor with respect to any Underlying Note is the Underlying Issuer thereof. The Depositor shall not have any obligation on or with respect to the Underlying Notes. The Depositor, in its capacity as the depositor of the Underlying Notes into the Trust Agreement and under this Agreement, is not authorized to proceed against the Underlying Issuer of any Underlying Note upon the occurrence of a Default Event or otherwise or to assert the rights and duties privileges of Certificateholders (except to the parties thereto extent the Depositor is otherwise a Certificateholder) and the interests of the Holdershas no duty in respect thereof.

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust Agreement, the Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b) hereof, or otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any None of the directors, officers, directors or officers or employees or agents of the Depositor shall be under any liability to the Trust, the Owner Trustee or the Indenture Trustee, the Trust Property Bondholders or the Holders for any action takenResidual Certificateholders, or for refraining from it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the taking execution of any action, in good faith pursuant to this Agreement and the Trust Agreement, or for errors in judgmentissuance of the Bonds; provided, however, that this provision shall not protect the Depositor or any such person against any breach of warranties, representations or covenants made in the Trust Agreement, or against any specific liability imposed on the Depositor pursuant to the Trust Agreement, or Person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith, negligence or breach of representations and warranties made herein, or against any specific liability imposed on such Person in the performance of the duties hereunder. Except as provided in Section 5.07, the Depositor shall not be under any liability to the Trust, the Owner Trustee or the Indenture Trustee or the Bondholders or the Residual Certificateholders for any action taken or for refraining from the taking of any action in its capacity as Depositor pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect the Depositor against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties specifically set forth in the Trust Agreement or by reason of reckless disregard of its obligations and duties specifically set forth in the Trust Agreementhereunder. The Depositor shall not be under and any obligation to appear in, prosecute director or defend any legal action unless such action is related to its duties under the Trust Agreement and, in its reasonable opinion, does not involve it in any expense officer or liability; provided, however, that employee or agent of the Depositor may rely in its discretion undertake good faith on any such action which it may deem necessary or desirable with respect to the Trust Agreement document of any kind prima facie properly executed and the rights and duties of the parties thereto and the interests of the Holderssubmitted by any Person respecting any matters arising hereunder.

Limitation on Liability of the Depositor. (a) Unless Except as may be otherwise expressly specified in the Trust Agreement, the Depositor shall not be under any obligation to (i) expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] Letter or under Section 10.05(b) hereof), or (ii) otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if powers, in each case of clauses (i) and (ii) to the extent that reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any of the its directors, officers, employees or agents of the Depositor shall be under any liability to the Trustee, the Trust Property or the Holders Certificateholders for taking any action takenaction, or for refraining from the taking of any action, in good faith pursuant to the Trust Agreement, or for errors in judgment; provided, however, that this provision sentence shall not protect any such Person against any liability (i) related to the inaccuracy or breach of any representation, warranty or agreement of the Depositor or any such person against any breach of warranties, representations or covenants made in the Trust Agreement, or against any specific liability (ii) specifically imposed on the Depositor pursuant to the Trust Agreement, or against any liability which would otherwise be imposed (iii) by reason of willful misfeasance, bad faith or negligence in the performance of duties specifically set forth in the Trust Agreement of, or by reason of reckless disregard of of, obligations and duties specifically set forth in the Trust Agreement. . (c) The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action Proceeding unless such action Proceeding is related to its duties obligations under the Trust Agreement and, in its reasonable opinion, does not involve it in any expense or liability; provided, however, that the Depositor may in its discretion undertake appear in, prosecute or defend any such action Proceeding which it may deem necessary or desirable with respect to the Trust Agreement and the rights and duties of the parties thereto and the interests of the HoldersCertificateholders.

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust Agreement, the Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b) hereof, or otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any None of the directors, officers, directors or officers or employees or agents of the Depositor shall be under any liability to the Trust, the Owner Trustee or the Indenture Trustee, the Trust Property Noteholders or the Holders for any action takenResidual Certificateholders, or for refraining from it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the taking execution of any action, in good faith pursuant to this Agreement and the Trust Agreement, or for errors in judgmentissuance of the Notes; provided, however, that this provision shall not protect the Depositor or any such person against any breach of warranties, representations or covenants made in the Trust Agreement, or against any specific liability imposed on the Depositor pursuant to the Trust Agreement, or Person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith faith, negligence or negligence breach of representations and warranties made herein, or against any specific liability imposed on such Person in the performance of the duties specifically set forth in the Trust Agreement or by reason of reckless disregard of obligations and duties specifically set forth in the Trust Agreementhereunder. The Depositor shall not be under any obligation liability to appear inthe Trust, prosecute the Owner Trustee or defend the Indenture Trustee or the Noteholders or the Residual Certificateholders for any legal action unless such taken or for refraining from the taking of any action is related in its capacity as Depositor pursuant to its this Agreement whether arising from express or implied duties under the Trust Agreement and, in its reasonable opinion, does not involve it in any expense or liabilitythis Agreement; provided, however, that this provision shall not protect the Depositor against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Depositor and any director or officer or employee or agent of the Depositor may rely in its discretion undertake good faith on any such action which it may deem necessary or desirable with respect to the Trust Agreement document of any kind prima facie properly executed and the rights and duties of the parties thereto and the interests of the Holderssubmitted by any Person respecting any matters arising hereunder.

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust Agreement, the Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b) hereof, or otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor Depositor, nor any of the directors, officers, employees or agents of the Depositor Depositor, shall be under any liability to the Trustee, the Trust Property Fund or the Holders Certificateholders for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to the Trust this Agreement, or for errors in judgment; provided. The Depositor, howeverand any director, that this provision shall not protect officer, employee or agent of the Depositor may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor and any director, officer, employee or any such person agent of the Depositor shall be indemnified and held harmless by the Trust Fund against any breach of warrantiesloss, representations liability or covenants made expense incurred in connection with any legal action relating to this Agreement or the Trust AgreementCertificates, other than any loss, liability or against any specific liability imposed on the Depositor pursuant to the Trust Agreement, or against any liability which would otherwise be imposed expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties specifically set forth in the Trust Agreement or by reason of reckless disregard of obligations and or duties specifically set forth in the Trust Agreementhereunder. The Depositor shall not be under any no obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under the Trust this Agreement and, and which in its reasonable opinion, opinion does not involve it in any expense or liability; provided, however, that the Depositor may in its discretion undertake any such action which it may deem necessary or desirable with respect to the Trust this Agreement and the rights and duties of the parties thereto hereto and the interests of the HoldersCertificateholders hereunder. In such event, and provided that such action has been consented to by the Holders of Certificates entitled to at least 51% of the Voting Rights, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.04.

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust Agreement, the The Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b) hereof, funds or otherwise incur financial liability in the performance of its duties thereunder hereunder or under a Supplement or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of or such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any of the its directors, officers, employees or agents of the Depositor shall be under any liability to the Trustee, the any Trust Property or the Holders Certificateholders of any Series for any action taken, or for refraining from the taking of any action, in good faith pursuant to the this Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or any such person against any breach of warrantiesrepresentations, representations warranties or covenants made in the Trust Agreement, or against any specific liability imposed on the Depositor pursuant to the Trust Agreementherein, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties specifically set forth in the Trust Agreement or by reason of reckless disregard of obligations and duties specifically set forth in the Trust Agreement. hereunder. (c) The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under the this Trust Agreement and, in its reasonable opinion, does not involve it in any expense or liability; provided, however, that the Depositor may in its discretion undertake any such action which it may deem necessary or desirable with respect to the this Trust Agreement and the rights and duties of the parties thereto hereto and the interests of the HoldersCertificateholders hereunder. The Depositor shall be under no obligation whatsoever to appear in, prosecute or defend any action, suit or other Proceeding in respect of any Underlying Securities. (d) The Depositor shall not be liable to any Certificateholder for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, and a Certificateholder of a Certificate or any other person believed by it in good faith to be competent to give such advice or information, including, without limitation, the Market Agent or the other party to this Trust Agreement. The Depositor may rely and shall be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. (e) The Depositor shall not incur any liability to any Certificateholder if, by reason of any provision of any present or future law, or regulation thereunder, or any governmental authority, or by any reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositor shall be prevented or forbidden from doing or performing any act or thing which the terms of this Trust Agreement provide shall be done or performed; and the Depositor shall not incur any liability to any Certificateholder by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Trust Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Trust Agreement.

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust this Agreement, the Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b8.05(b) hereof, or otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any of the directorsUnless otherwise expressly specified in this Agreement, officers, employees or agents of the Depositor shall be under not have any liability liability, for any losses, costs or damages or otherwise, to the Trustee, the Trust Property Trustee or the Holders Certificateholders for any action taken, act or omission except for refraining from the taking of any action, in good faith pursuant to the Trust 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, representations or covenants made in the Trust Agreement, or against any specific liability imposed on the Depositor pursuant to the Trust Agreement, or against any liability which would otherwise be imposed by reason of its willful misfeasancemisconduct, bad faith or gross negligence in the performance of duties specifically set forth in the Trust Agreement or by reason of reckless disregard of obligations and duties specifically set forth in the Trust this Agreement. The Notwithstanding anything to the contrary contained herein, the managers, officers, employees and agents of the Depositor shall not have any liability, for any losses, costs or damages or otherwise, to the Trustee or the Certificateholders for any act or omission, whether on their part or on the part of the Depositor or otherwise. (c) Unless otherwise expressly specified in this Agreement, the Depositor shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under the Trust Agreement and, in its reasonable opinion, does not involve it in any expense or liabilityProceeding; provided, however, that the Depositor may in its discretion undertake any such action Proceeding which it may deem necessary or desirable with respect to this Agreement. (d) The sole obligor with respect to any Underlying CD is the Underlying Issuer thereof. The Depositor shall not have any obligation on or with respect to the Underlying CDs. The Depositor, in its capacity as the depositor of the Underlying CDs into the Trust Agreement and under this Agreement, is not authorized to proceed against the Underlying Issuer of any Underlying CD or to assert the rights and duties privileges of Certificateholders (except to the parties thereto extent the Depositor is otherwise a Certificateholder) and the interests of the Holdershas no duty in respect thereof.

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust Agreement, the The Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b) hereof, funds or otherwise incur financial liability in the performance of its duties thereunder hereunder or under a Series Supplement or in the exercise of any -50- of its rights or powers power if reasonable grounds exist for believing that the repayment of or such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any of the its directors, officers, employees or agents of the Depositor shall be under any liability to the Trustee, the any Trust Property or the Holders Certificateholders of any Series for any action taken, or for refraining from the taking of any action, in good faith pursuant to the this Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or any such person against any breach of warrantiesrepresentations, representations warranties or covenants made in the Trust Agreement, or against any specific liability imposed on the Depositor pursuant to the Trust Agreementherein, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties specifically set forth in the Trust Agreement or by reason of reckless disregard of its obligations and duties specifically set forth hereunder. Unless otherwise provided in a related Series Supplement, the Trust will indemnify and hold harmless the Depositor and any director, officer, employee or agent of the Depositor against any loss, liability or expense incurred in connection with any legal action relating to the Trust Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the Trust Agreement. performance of duties by the Depositor and any of its directors, officers, employees or agents hereunder or by reason of reckless disregard of their obligations and duties hereunder. (c) The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under the this Trust Agreement and, in its reasonable opinion, does not involve it in any expense or liability; provided, however, that the Depositor may in its discretion undertake any such action which it may deem necessary or desirable with respect to the this Trust Agreement and the rights and duties of the parties thereto hereto and the interests of the HoldersCertificateholders hereunder. The Depositor shall be under no obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of any Underlying Securities. (d) The Depositor shall not be liable to any Certificateholder for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any Certificateholder of a Certificate or any other person believed by it in good faith to be competent to give such advice or information, including, without limitation, the Calculation Agent, the Market Agent or the other party to this Trust Agreement. The Depositor may rely and shall be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. (e) The Depositor shall not incur any liability to any Certificateholder if, by reason of any provision of any present or future law, or regulation thereunder, or any governmental authority, or by any reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositor shall be prevented or forbidden from doing or performing any act or thing which the terms of this Trust Agreement provide shall be done or performed; and the Depositor shall not incur any liability to any Certificateholder by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Trust Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Trust Agreement.

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust Agreement, the Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b) hereof, or otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any None of the directors, officers, directors or officers or employees or agents of the Depositor shall be under any liability to the Trust, the Owner Trustee or the Indenture Trustee, the Trust Property Noteholders or the Holders for any action takenCertificateholders, or for refraining from it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the taking execution of any action, in good faith pursuant to this Agreement and the Trust Agreement, or for errors in judgmentissuance of the Notes; provided, however, that this provision shall not protect the Depositor or any such person against any breach of warranties, representations or covenants made in the Trust Agreement, or against any specific liability imposed on the Depositor pursuant to the Trust Agreement, or Person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith faith, negligence or negligence breach of representations and warranties made herein, or against any specific liability imposed on such Person in the performance of the duties specifically set forth in the Trust Agreement or by reason of reckless disregard of obligations and duties specifically set forth in the Trust Agreementhereunder. The Depositor shall not be under any obligation liability to appear inthe Trust, prosecute the Owner Trustee or defend the Indenture Trustee or the Noteholders or the Certificateholders for any legal action unless such taken or for refraining from the taking of any action is related in its capacity as Depositor pursuant to its this Agreement whether arising from express or implied duties under the Trust Agreement and, in its reasonable opinion, does not involve it in any expense or liabilitythis Agreement; provided, however, that this provision shall not protect the Depositor against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Depositor and any director or officer or employee or agent of the Depositor may rely in its discretion undertake good faith on any such action which it may deem necessary or desirable with respect to the Trust Agreement document of any kind prima facie properly executed and the rights and duties of the parties thereto and the interests of the Holderssubmitted by any Person respecting any matters arising hereunder.

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust this Agreement, the Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b8.05(b) hereof, or otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any of the directors, officers, employees or agents of the The Depositor shall be under not have any liability liability, for any losses, costs or damages or otherwise, to the Trustee, the Trust Property Trustee or the Holders Certificateholders for any action taken, act or omission except for refraining from the taking of any action, in good faith pursuant to the Trust 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, representations or covenants made in the Trust Agreement, or against any specific liability imposed on the Depositor pursuant to the Trust Agreement, or against any liability which would otherwise be imposed by reason of its willful misfeasancemisconduct, bad faith or gross negligence in the performance of duties specifically set forth in this Agreement. Notwithstanding anything to the Trust Agreement contrary contained herein, the managers, officers, employees and agents of the Depositor shall not have any liability, for any losses, costs or by reason damages or otherwise, to the Trustee or the Certificateholders for any act or omission, whether on their part or on the part of reckless disregard of obligations and duties specifically set forth in the Trust AgreementDepositor or otherwise. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under the Trust Agreement and, in its reasonable opinion, does not involve it in any expense or liabilityProceeding; provided, however, that the Depositor may in its discretion undertake any such action Proceeding which it may deem necessary or desirable with respect to this Agreement. (c) The sole obligor with respect to any Underlying Note is the Underlying Issuer thereof. The Depositor shall not have any obligation on or with respect to the Underlying Notes. The Depositor, in its capacity as the depositor of the Underlying Notes into the Trust Agreement and under this Agreement, is not authorized to proceed against the Underlying Issuer of any Underlying Note upon the occurrence of a Default Event or otherwise or to assert the rights and duties privileges of Certificateholders (except to the parties thereto extent otherwise a Certificateholder) and the interests of the Holdershas no duty in respect thereof.

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust AgreementServicer, the Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b) hereof, or otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) and Others. Neither the Depositor Depositor, the Servicer nor any of the directors, officers, employees or agents of the Depositor or the Servicer shall be under any liability to the Trustee, the Trust Property Trustee or the Holders Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Trust this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or any such person the Servicer against any breach of warrantieswarranties or representations made herein, representations or covenants made failure to perform its obligations in the Trust strict compliance with this Agreement, or against any specific liability imposed on the Depositor pursuant to the Trust Agreement, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties specifically set forth in the Trust Agreement or by reason of reckless disregard of obligations and duties specifically set forth in the Trust this Agreement. The Depositor Depositor, the Servicer, the Trustee, and any director, officer, employee or agent of the Depositor, the Servicer or the Trustee 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. Neither the Depositor, the Trustee nor the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action unless such action which is related not incidental to its respective duties under to service the Trust Mortgage Loans in accordance with this Agreement and, and which in its reasonable opinion, does not involve opinion may cause it in to incur any expense expenses or liability; provided, however, that the Depositor Depositor, the Trustee or the Servicer may in its discretion (and, in the case of the Depositor or the Servicer, with the consent of the Trustee, which consent shall not be unreasonably withheld) undertake any such action which it may deem necessary or desirable with respect to the Trust this Agreement and the rights and duties of the parties thereto hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the Collection Account and the interests Depositor, the Servicer or the Trustee shall be entitled to be reimbursed therefor out of the HoldersCollection Account as provided by Section 4.06; provided that no such right of reimbursement shall exist with respect to the Servicer when 77 such claim relates to the failure of the Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or to a breach of a representation or warranty made by the Servicer hereunder.

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust Agreement, the Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b) hereof, or otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any None of the directors, officers, directors or officers or employees or agents of the Depositor shall be under any liability to the Trust, the Owner Trustee or the Indenture Trustee, the Trust Property Noteholders or the Holders for any action takenResidual Certificateholders, or for refraining from it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the taking execution of any actionthis Agreement and the issuance of the Notes; PROVIDED, in good faith pursuant to the Trust Agreement, or for errors in judgment; provided, howeverHOWEVER, that this provision shall not protect the Depositor or any such person against any breach of warranties, representations or covenants made in the Trust Agreement, or against any specific liability imposed on the Depositor pursuant to the Trust Agreement, or Person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith faith, negligence or negligence breach of representations and warranties made herein, or against any specific liability imposed on such Person in the performance of the duties specifically set forth in the Trust Agreement or by reason of reckless disregard of obligations and duties specifically set forth in the Trust Agreementhereunder. The Depositor shall not be under any obligation liability to appear inthe Trust, prosecute the Owner Trustee or defend the Indenture Trustee or the Noteholders or the Residual Certificateholders for any legal action unless such taken or for refraining from the taking of any action is related in its capacity as Depositor pursuant to this Agreement whether arising from express or implied duties under this Agreement; PROVIDED, HOWEVER, that this provision shall not protect the Depositor against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties under the Trust Agreement and, in or by reason of reckless disregard of its reasonable opinion, does not involve it in obligations and duties hereunder. The Depositor and any expense director or liability; provided, however, that officer or employee or agent of the Depositor may rely in its discretion undertake good faith on any such action which it may deem necessary or desirable with respect to the Trust Agreement document of any kind PRIMA FACIE properly executed and the rights and duties of the parties thereto and the interests of the Holderssubmitted by any Person respecting any matters arising hereunder.

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust AgreementServicer, the Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b) hereof, or otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) and Others. Neither the Depositor Depositor, the Servicer nor any of the directors, officers, employees or agents of the Depositor or the Servicer shall be under any liability to the Trustee, the Trust Property Trustee or the Holders Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Trust this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or any such person the Servicer against 100 any breach of warrantieswarranties or representations made herein, representations or covenants made failure to perform its obligations in the Trust strict compliance with this Agreement, or against any specific liability imposed on the Depositor pursuant to the Trust Agreement, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties specifically set forth in the Trust Agreement or by reason of reckless disregard of obligations and duties specifically set forth in the Trust this Agreement. The Depositor Depositor, the Servicer, the Trustee, and any director, officer, employee or agent of the Depositor, the Servicer or the Trustee 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. Neither the Depositor, the Servicer nor the Trustee shall not be under any obligation to appear in, prosecute or defend any legal action unless such action which is related not incidental to its respective duties under to service the Trust Mortgage Loans in accordance with this Agreement and, and which in its reasonable opinion, does not involve opinion may cause it in to incur any expense expenses or liability; provided, however, that the Depositor Depositor, the Servicer or the Trustee may in its discretion (and, in the case of the Depositor or the Servicer, with the consent of the Trustee, which consent shall not be unreasonably withheld) undertake any such action which it may deem necessary or desirable with respect to the Trust this Agreement and the rights and duties of the parties thereto hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the Collection Account and the interests Depositor, the Servicer or the Trustee shall be entitled to be reimbursed therefor out of the HoldersCollection Account as provided by Section 5.09; provided that no such right of reimbursement shall exist with respect to the Servicer when such claim relates to the failure of the Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or to a breach of a representation or warranty made by the Servicer hereunder.

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust this Agreement, the Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b8.05(b) hereof, or otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any of the its directors, officers, employees or agents of the Depositor shall be under liable, for any liability losses, costs or damages or otherwise, to the Trustee, the Trust Property Trustee or the Holders Certificateholders for any action taken, act or omission except for refraining from the taking of any action, in good faith pursuant to the Trust 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, representations or covenants made in the Trust Agreement, or against any specific liability imposed on the Depositor pursuant to the Trust Agreement, or against any liability which would otherwise be imposed by reason of its willful misfeasancemisconduct, bad faith or gross negligence in the performance of duties specifically set forth in the Trust Agreement or by reason of reckless disregard of obligations and duties specifically set forth in the Trust this Agreement. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under the Trust Agreement and, in its reasonable opinion, does not involve it in any expense or liabilityProceeding; provided, however, that the Depositor may in its discretion undertake any such action Proceeding which it may deem necessary or desirable with respect to this Agreement. (c) The sole obligor with respect to any Underlying Note is the Underlying Issuer thereof. The Depositor shall not have any obligation on or with respect to the Underlying Notes. The Depositor, in its capacity as the depositor of the Underlying Notes into the Trust Agreement and under this Agreement, is not authorized to proceed against the Underlying Issuer of any Underlying Note upon the occurrence of a Default Event or otherwise or to assert the rights and duties privileges of Certificateholders (except to the parties thereto extent otherwise a Certificateholder) and the interests of the Holdershas no duty in respect thereof.

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust Agreement, the Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b) hereof, or otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any None of the directors, officers, directors or officers or employees or agents of the Depositor shall be under any liability to the Issuing Entity, the Owner Trustee or the Indenture Trustee, the Trust Property Noteholders or the Holders for any action takenCertificateholders, or for refraining from it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the taking execution of any action, in good faith pursuant to this Agreement and the Trust Agreement, or for errors in judgmentissuance of the Notes; provided, however, that this provision shall not protect the Depositor or any such person against any breach of warranties, representations or covenants made in the Trust Agreement, or against any specific liability imposed on the Depositor pursuant to the Trust Agreement, or Person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith faith, negligence or negligence breach of representations and warranties made herein, or against any specific liability imposed on such Person in the performance of the duties specifically set forth in the Trust Agreement or by reason of reckless disregard of obligations and duties specifically set forth in the Trust Agreementhereunder. The Depositor shall not be under any obligation liability to appear inthe Issuing Entity, prosecute the Owner Trustee or defend the Indenture Trustee or the Noteholders or the Certificateholders for any legal action unless such taken or for refraining from the taking of any action is related in its capacity as Depositor pursuant to its this Agreement whether arising from express or implied duties under the Trust Agreement and, in its reasonable opinion, does not involve it in any expense or liabilitythis Agreement; provided, however, that this provision shall not protect the Depositor against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Depositor and any director or officer or employee or agent of the Depositor may rely in its discretion undertake good faith on any such action which it may deem necessary or desirable with respect to the Trust Agreement document of any kind prima facie properly executed and the rights and duties of the parties thereto and the interests of the Holderssubmitted by any Person respecting any matters arising hereunder.

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust AgreementServicer, the Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b) hereof, or otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) and Others. Neither the Depositor Depositor, the Servicer nor any of the directors, officers, employees or agents of the Depositor or the Servicer shall be under any liability to the Trustee, the Trust Property Trustee or the Holders Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Trust this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or any such person the Servicer against any breach of warrantieswarranties or representations made herein, representations or covenants made failure to perform its obligations in the Trust strict compliance with this Agreement, or against any specific liability imposed on the Depositor pursuant to the Trust Agreement, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties specifically set forth in the Trust Agreement or by reason of reckless disregard of obligations and duties specifically set forth in the Trust this Agreement. The Depositor Depositor, the Servicer, the Trustee, and any director, officer, employee or agent of the Depositor, the Servicer or the Trustee 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. Neither the Depositor, the Servicer nor the Trustee shall not be under any obligation to appear in, prosecute or defend any legal action unless such action which is related not incidental to its respective duties under to service the Trust Mortgage Loans in accordance with this Agreement and, and which in its reasonable opinion, does not involve opinion may cause it in to incur any expense expenses or liability; provided, however, that the Depositor Depositor, the Servicer or the Trustee may in its discretion (and, in the case of the Depositor or the Servicer, with the consent of the Trustee, which consent shall not be unreasonably withheld) undertake any such action which it may deem necessary or desirable with respect to the Trust this Agreement and the rights and duties of the parties thereto hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the Collection Account and the interests Depositor, the Servicer or the Trustee shall be entitled to be reimbursed therefor out of the Holders.Collection Account as provided by Section 5.09; provided that no such right of reimbursement shall exist with respect to the Servicer when such claim relates to the failure of the Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or to a breach of a representation or warranty made by the Servicer hereunder. 108

Limitation on Liability of the Depositor. (a) Unless Except as may be otherwise expressly specified in the Trust Agreement, the Depositor shall not be under any obligation to (i) expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] Letter or under Section 10.05(b) hereof), or (ii) otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if powers, in each case of clauses (i) and (ii) to the extent that reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any of the its directors, officers, employees or agents of the Depositor shall be under any liability to the Trustee, the Trust Property or the Holders Certificateholders for 40 49 taking any action takenaction, or for refraining from the taking of any action, in good faith pursuant to the Trust Agreement, or for errors in judgment; provided, however, that this provision sentence shall not protect any such Person against any liability (i) related to the inaccuracy or breach of any representation, warranty or agreement of the Depositor or any such person against any breach of warranties, representations or covenants made in the Trust Agreement, or against any specific liability (ii) specifically imposed on the Depositor pursuant to the Trust Agreement, or against any liability which would otherwise be imposed (iii) by reason of willful misfeasance, bad faith or negligence in the performance of duties specifically set forth in the Trust Agreement of, or by reason of reckless disregard of of, obligations and duties specifically set forth in the Trust Agreement. . (c) The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action Proceeding unless such action Proceeding is related to its duties obligations under the Trust Agreement and, in its reasonable opinion, does not involve it in any expense or liability; provided, however, that the Depositor may in its discretion undertake appear in, prosecute or defend any such action Proceeding which it may deem necessary or desirable with respect to the Trust Agreement and the rights and duties of the parties thereto and the interests of the HoldersCertificateholders.

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust Agreement, the Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b) hereof, or otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor Depositor, nor any of the directors, officers, employees or agents of the Depositor Depositor, shall be under any liability to the Trustee, the Trust Property Fund or the Holders Certificateholders for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to the Trust this Agreement, or for errors in judgment; provided. The Depositor, howeverand any director, that this provision shall not protect officer, employee or agent of the Depositor may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor and any director, officer, employee or any such person agent of the Depositor shall be indemnified and held harmless by the Trust Fund against any breach of warrantiesloss, representations liability or covenants made expense incurred in connection with any legal action relating to this Agreement or the Trust AgreementCertificates, other than any loss, liability or against any specific liability imposed on the Depositor pursuant to the Trust Agreement, or against any liability which would otherwise be imposed expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties specifically set forth in the Trust Agreement or by reason of reckless disregard of obligations and or duties specifically set forth in the Trust Agreementhereunder. The Depositor shall not be under any no obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under the Trust this Agreement and, and which in its reasonable opinion, opinion does not involve it in any expense or liability; provided, however, that the Depositor may in its discretion undertake any such action which it may deem necessary or desirable with respect to the Trust this Agreement and the rights and duties of the parties thereto hereto and the interests of the Holders.Certificateholders hereunder. In such event, and provided that such action has been consented to by the Holders of Certificates entitled to at least [___%] of the Voting Rights, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.04. -35- 40

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust AgreementServicer, the Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b) hereof, or otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) and Others. Neither the Depositor Depositor, the Servicer nor any of the directors, officers, employees or agents of the Depositor or the Servicer shall be under any liability to the Trustee, the Trust Property Trustee or the Holders Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Trust this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or any such person the Servicer against any breach of warrantieswarranties or representations made herein, representations or covenants made failure to perform its obligations in the Trust strict compliance with this Agreement, or against any specific liability imposed on the Depositor pursuant to the Trust Agreement, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties specifically set forth in the Trust Agreement or by reason of reckless disregard of obligations and duties specifically set forth in the Trust this Agreement. The Depositor Depositor, the Servicer, the Trustee, and any director, officer, employee or agent of the Depositor, the Servicer or the Trustee 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. Neither the Depositor, the Servicer nor the Trustee shall not be under any obligation to appear in, prosecute or defend any legal action unless such action which is related not incidental to its respective duties under to service the Trust Mortgage Loans in accordance with this Agreement and, and which in its reasonable opinion, does not involve opinion may cause it in to incur any expense expenses or liability; provided, however, that the Depositor Depositor, the Servicer or the Trustee may in 177 its discretion (and, in the case of the Depositor or the Servicer, with the consent of the Trustee, which consent shall not be unreasonably withheld) undertake any such action which it may deem necessary or desirable with respect to the Trust this Agreement and the rights and duties of the parties thereto hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the Collection Account and the interests Depositor, the Servicer or the Trustee shall be entitled to be reimbursed therefor out of the HoldersCollection Account as provided by Section 5.09; provided that no such right of reimbursement shall exist with respect to the Servicer when such claim relates to the failure of the Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or to a breach of a representation or warranty made by the Servicer hereunder.

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust Agreement, the Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b) hereof, or otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any of the directors, officers, employees employees, agents or agents Control Persons of, or holder of member interests in, the Depositor and its interest holders/members, shall be under any liability to the Trustee, the Trust Property or the Holders Certificateholders for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to the Trust this Agreement, or for errors in judgment; provided, however, that this provision shall including but not protect limited to any exercise of the right of the Depositor as holder of the Series A Certificate to vote and exercise all other rights of the Trust arising from the Trust's ownership of the Contract Shares, it being understood that the Depositor as holder of the Series A Certificate shall be able to exercise such right in its sole discretion and shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no other duty or obligation to give any consideration to any interest of or factors affecting the Trust or TrENDS Holders. The Depositor and any of the directors, officers, employees, agents or Control Persons of, or holder of member interests in, the Depositor may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor and any of the directors, officers, employees, agents or Control Persons of, or holder of member interests in, the Depositor shall be indemnified and held harmless by the Trust against any loss, liability or expense incurred in connection with any legal action relating to this Agreement (including the Trust Obligation), the Series A Certificate, the TrENDS or any such person against agreement related to any breach of warrantiesthe foregoing other than any loss, representations liability or covenants made in the Trust Agreement, or against any specific liability imposed on the Depositor pursuant to the Trust Agreement, or against any liability which would otherwise be imposed expense incurred by reason of willful misfeasancemisconduct, bad faith or gross negligence of the Depositor in the performance of obligations or duties specifically set forth in the Trust Agreement or by reason of reckless disregard of obligations and duties specifically set forth in the Trust Agreementhereunder. The Depositor shall not be under any no obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under the Trust this Agreement and, and which in its reasonable opinion, opinion does not involve it in any expense or liability; provided, however, that the Depositor may in its discretion undertake any such action which it may deem necessary or desirable with respect to the Trust this Agreement and the rights and duties of the parties thereto hereto and the interests of the HoldersSeries A Holder 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 Trust and the Depositor shall be entitled to seek reimbursement and be reimbursed therefor from the Series A Account.

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust Agreement, the Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b) hereof, or otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any of the directors, officers, employees or agents of the Depositor shall be under any liability to the TrusteeMaster Servicer, the Trust Property NYMT Servicing, Subservicer, Issuing Entity, Trustee or the Holders Securities Administrator for any action taken, taken or for refraining from the taking of any action, action in good faith pursuant to the Trust 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 warrantieswarranties or representations made herein, representations or covenants made failure to perform its obligations in the Trust strict compliance with any standard of care set forth in this Agreement, or against any specific liability imposed on the Depositor pursuant to the Trust Agreement, or against any liability which would otherwise be imposed by reason of willful misfeasanceany breach of the terms and conditions of this Agreement. The Depositor and any director, bad officer, employee or agent of the Depositor may rely in good faith or negligence in the performance on any document of duties specifically set forth in the Trust Agreement or any kind prima facie properly executed and submitted by reason of reckless disregard of obligations and duties specifically set forth in the Trust Agreementany Person respecting any matters arising hereunder. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action unless such action which is related not incidental to its duties under the Trust Agreement and, hereunder and which in its reasonable opinion, does not opinion may involve it in any expense or liability; , provided, however, that the Depositor may in its discretion undertake any such action which it may deem necessary or desirable with in respect to the Trust of this Agreement and the rights and duties of the parties thereto hereto. In such event, the Depositor shall be entitled to reimbursement from the Trust Fund for the reasonable legal expenses and the interests costs of the Holderssuch action.

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust Agreement, the Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable 37 under the [Trustee Fee Letter] [draft] Letter or under Section 10.05(b) hereof, or otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any of the directors, officers, employees or agents of the Depositor shall be under any liability to the Trustee, the Trust Property or the Holders Unitholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Trust 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, representations or covenants made in the Trust Agreement, or against any specific liability imposed on the Depositor pursuant to the Trust Agreement, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties specifically set forth in the Trust Agreement or by reason of reckless disregard of obligations and duties specifically set forth in the Trust Agreement. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under the Trust Agreement and, in its reasonable opinion, does not involve it in any expense or liability; provided, however, that the Depositor may in its discretion undertake any such action which it may deem necessary or desirable with respect to the Trust Agreement and the rights and duties of the parties thereto and the interests of the HoldersUnitholders.