Limitations on Liability of the Depositor. MacroMarkets LLC and Macro Financial, LLC. None of the Depositor, MacroMarkets LLC, Macro Financial, LLC or any of their respective directors, officers, employees or agents acting in such capacities shall be under any liability to the Up Trust, the Trustee, the Holders of the Up MacroShares, the Down Trust, the Down Trustee, the Holders of the Down MacroShares or any other Person for taking any action or for refraining from taking any action in good faith in their capacities as Depositor, Administrative Agent or Marketing Agent, as applicable, pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Depositor, MacroMarkets LLC, Macro Financial, LLC or any of their respective directors, officers, employees or agents against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of their respective duties or by reason of reckless disregard of their respective obligations and duties hereunder. The Depositor, MacroMarkets LLC, Macro Financial, LLC and each of their respective directors, officers, employees and agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than, in the case of the Depositor, the Depositor, in the case of MacroMarkets LLC, MacroMarkets LLC and, in the case of Macro Financial, LLC, Macro Financial, LLC) respecting any matters arising hereunder.
Limitations on Liability of the Depositor. Subject to Section 5.01, none of the Depositor or any of the directors, officers, employees, agents, members or managers of the Depositor acting in such capacities shall be under any liability to the Issuer, the Servicer, any Subservicer, the Seller, the North Carolina Trust, the Owner Trustee, the Indenture Trustee, the Noteholders or any other Person for any action taken or for refraining from the taking of any action in good faith in such capacities pursuant to this Agreement or any other Transaction Document, it being expressly understood that such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement; provided, however, that this provision shall not protect the Depositor or any such Person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and its duties hereunder. The Depositor and any director, officer, employee, member or manager or agent of the Depositor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Depositor) respecting any matters arising hereunder.
Limitations on Liability of the Depositor. (a) The Depositor shall not enter into any Permitted Securitization Transaction Document in connection with any Permitted Securitization unless such Permitted Securitization Transaction Document contains provisions substantially similar in form, substance and effect to Sections 10.07(a) and 10.15(a) hereof and Section 11.19 of the Indenture and Section 9.14 of the Loan Purchase Agreement.
(b) Other than the Transaction Documents, the Depositor shall not enter into any Permitted Securitization Transaction Document except in connection with a Permitted Securitization.
Limitations on Liability of the Depositor. Claymore Securities, Inc. and MACRO Financial, LLC. None of the Depositor, Claymore Securities, Inc., MACRO Financial, LLC or any of their respective directors, officers, employees or agents acting in such capacities shall be under any liability to the Down-MACRO Holding Trust, the Trustee, the Holders of the Down-MACRO Holding Shares, the Up-MACRO Holding Trust, the Up-MACRO Holding Trustee, the Holders of the Up-MACRO Holding Shares or any other Person for taking any action or for refraining from taking any action in good faith in their capacities as Depositor, Administrative Agent or Marketing Agent, as applicable, pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Depositor, Claymore Securities, Inc., MACRO Financial, LLC or any of their respective directors, officers, employees or agents against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Depositor, Claymore Securities, Inc., MACRO Financial, LLC and each of their respective directors, officers, employees and agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than, in the case of the Depositor, the Depositor, in the case of Claymore Securities, Inc., Claymore Securities, Inc. and, in the case of MACRO Financial, LLC, MACRO Financial, LLC ) respecting any matters arising hereunder.
Limitations on Liability of the Depositor the Company, the Master Servicer and Others. Subject to the obligation of the Depositor, the Company and the Master Servicer to indemnify the Indemnified Persons pursuant to Section 8.03:
(a) Neither the Depositor, the Company, the Master Servicer nor any of the directors, officers, employees or agents of the Depositor, the Company and the Master Servicer shall be under any liability to the Indemnified Persons, the Trust Fund or the Certificateholders for taking any action or for refraining from taking any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Company, the Master Servicer or any such Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of such Person's willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder.
(b) The Depositor, the Company, the Master Servicer and any director, officer, employee or agent of the Depositor, the Company and the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.
(c) The Depositor, the Company, the Master Servicer, the Trustee, the Custodian and any director, officer, employee or agent of the Depositor, the Company, the Master Servicer, the Trustee or the Custodian shall be indemnified by the Trust and held harmless thereby against any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or related to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement, the Assignment Agreements, the Custodial Agreement, the Certificates or the Servicing Agreements (except with respect to the Master Servicer only, to the extent that the Master Servicer is indemnified by the Company under this Agreement or by the related Servicer under the related Servicing Agreement), other than (i) any such loss, liability or expense related to the Company's or the Master Servicer's failure to perform its respective duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement), or to the Custodian's failu...
Limitations on Liability of the Depositor. Neither the Depositor nor any of the directors, officers, employees or agents of the Depositor acting in such capacities shall be under any liability to the Up-MACRO Holding Trust, the Trustee, the Holders of the Up-MACRO Holding Shares, the Down-MACRO Holding Trust, the Down-MACRO Holding Trustee, the holders of the Down-MACRO Holding Shares or any other Person for taking any action or for refraining from taking any action in good faith in their capacities as Depositor pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Depositor or any of the directors, officers, employees or agents of the Depositor against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Depositor and any director, officer, employee or agent of the Depositor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Depositor) respecting any matters arising hereunder.
Limitations on Liability of the Depositor. Subject to ----------------------------------------- Sections 7.01 and 7.04, neither the Depositor nor any of the directors, officers, employees or agents of the Depositor acting in their capacities as Depositor shall be under any liability to the Trust, the Trustee, the Certificateholders, any Series Enhancer or any other Person for any action taken or for refraining from the taking of any action in good faith in their capacities as Depositor pursuant to this Agreement; provided, however, that this -------- ------- provision shall not protect the Depositor or any such Person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor and any director, officer, employee or agent of the Depositor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Depositor) respecting any matters arising hereunder.
Limitations on Liability of the Depositor the Company, the Master Servicer and Others.
Limitations on Liability of the Depositor. (a) The Depositor shall not enter into any Permitted Securitization Transaction Document in connection with any Permitted Securitization unless such Permitted Securitization Transaction Document contains provisions substantially similar in form, substance and effect to Sections 10.15(a) and 10.07(a) hereof and Section 11.19 of the Indenture and Section 9.14 of the Loan Purchase Agreement.
(b) The Depositor shall not enter into any revolving credit agreement, intercompany note, intercompany loan agreement or similar agreement in connection with any Permitted Securitization unless such agreement or note contains provisions substantially similar in form, substance and effect to Sections 3.02 and 6.01 of the Revolving Credit Agreement.
(c) Other than the Transaction Documents, the Depositor shall not enter into any Permitted Securitization Transaction Document except in connection with a Permitted Securitization.
