THE FORM,
CHARACTER, GENUINENESS, SUFFICIENCY, VALUE OR VALIDITY OF ANY OF THE OWNER TRUST
ESTATE OR TRANSACTION DOCUMENTS AND THE OWNER TRUSTEE SHALL IN NO EVENT ASSUME
OR INCUR ANY PERSONAL LIABILITY, DUTY, OR OBLIGATION TO ANY NOTEHOLDER, THE
DEPOSITOR OR ANY OTHER PERSON OTHER THAN AS EXPRESSLY PROVIDED FOR HEREIN;
(VI)
THE OWNER TRUSTEE SHALL NOT BE PERSONALLY
LIABLE FOR THE DEFAULT OR MISCONDUCT OF THE SERVICER, THE ADMINISTRATOR, THE
DEPOSITOR, THE INDENTURE TRUSTEE OR ANY OTHER PERSON UNDER ANY OF THE
TRANSACTION DOCUMENTS OR OTHERWISE, AND THE OWNER TRUSTEE SHALL HAVE NO DUTY TO
MONITOR OR SUPERVISE ANY OTHER TRUSTEE HEREUNDER, IF ANY, THE CERTIFICATE
REGISTRAR (IF OTHER THAN THE OWNER TRUSTEE), THE ADMINISTRATOR, THE PAYING AGENT
WITH RESPECT TO THE CERTIFICATE (IF OTHER THAN THE OWNER TRUSTEE), ANY AGENT OR
INDEPENDENT CONTRACTOR OF THE TRUST, ANY DELEGATEE OF ANY TRUSTEE OR ANY OTHER
PERSON AND THE OWNER TRUSTEE (AS SUCH IN ITS INDIVIDUAL CAPACITY) SHALL HAVE NO
OBLIGATION OR LIABILITY TO PERFORM THE OBLIGATIONS OF THE TRUST UNDER THIS
AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS THAT ARE NOT EXPRESSLY REQUIRED TO
BE PERFORMED BY THE OWNER TRUSTEE OR THAT ARE REQUIRED TO BE PERFORMED BY THE
ADMINISTRATOR UNDER THE ADMINISTRATION AGREEMENT, THE SERVICER UNDER THE SALE
AND ALLOCATION AGREEMENT OR THE INDENTURE TRUSTEE UNDER THE INDENTURE;
(VII)
THE OWNER TRUSTEE SHALL BE UNDER NO OBLIGATION
TO EXERCISE ANY OF THE RIGHTS OR POWERS VESTED IN IT BY THIS AGREEMENT OR ANY
OTHER TRANSACTION DOCUMENT OR TO INSTITUTE, CONDUCT OR DEFEND ANY LITIGATION
UNDER THIS AGREEMENT OR OTHERWISE OR IN RELATION TO THIS AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT AT THE REQUEST, ORDER OR DIRECTION OF THE DEPOSITOR OR
OTHERWISE, UNLESS THE OWNER TRUSTEE (AS SUCH AND IN ITS INDIVIDUAL CAPACITY) HAS
BEEN OFFERED SECURITY OR INDEMNITY SATISFACTORY TO IT AGAINST THE COSTS,
EXPENSES AND LIABILITIES THAT MAY BE INCURRED BY THE OWNER TRUSTEE THEREIN OR
THEREBY.
THE RIGHT OF THE OWNER TRUSTEE TO PERFORM ANY DISCRETIONARY ACT
ENUMERATED IN THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT SHALL NOT BE
CONSTRUED AS A DUTY, AND THE OWNER TRUSTEE SHALL NOT BE ANSWERABLE OR LIABLE IN
ITS INDIVIDUAL CAPACITY EXCEPT TO THE TRUST OR THE DEPOSITOR FOR ITS OWN WILLFUL
MISCONDUCT, BAD FAITH OR GROSS NEGLIGENCE IN THE PERFORMANCE OF ANY SUCH ACT;
(VIII)
UNDER NO CIRCUMSTANCES SHALL THE OWNER TRUSTEE BE
PERSONALLY LIABLE FOR ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR
INDEBTEDNESS OF THE TRUST; AND
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(IX)
IN ANY CAPACITY IN WHICH IT MAY ACT (OR
REFRAIN FROM ACTING) PURSUANT TO THIS AGREEMENT OR THE OTHER TRANSACTION
DOCUMENTS, THE OWNER TRUSTEE (AS SUCH AND IN ITS INDIVIDUAL CAPACITY) SHALL BE
ENTITLED TO THE BENEFITS OF THE TRUST AGREEMENT.
SECTION 7.2
FURNISHING OF DOCUMENTS.
The Owner Trustee shall furnish to the Depositor (with a copy to the Insurer)
promptly upon receipt of a written request therefor, duplicates or copies of all
reports, notices, requests, demands, certificates, financial statements and any
other instruments furnished to the Owner Trustee under