Common use of Limitation of Liability of Owner Trustee and Indenture Trustee Clause in Contracts

Limitation of Liability of Owner Trustee and Indenture Trustee. It is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Holding Trust, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Holding Trust, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person in this Custodian Agreement and (v) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust under this Custodian Agreement or any other related documents. Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered by Citibank, N.A., not in its individual capacity but solely as Indenture Trustee. The Indenture Trustee has the same rights, protections and immunities hereunder as it has under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandis.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement is executed and delivered by Wilmington Trust Companythe Trustee Bank, not individually or personally but solely as trustee of the Holding TrustOwner Trustee, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuing Entity is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company the Trustee Bank, but is made and intended for the purpose of binding only the Holding TrustIssuing Entity, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Companythe Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied implied, contained herein, all such liabilityliability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company the Trustee Bank has made no investigation as to into the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person Issuing Entity in this Custodian Agreement Agreement, and (v) under no circumstances shall Wilmington Trust Company the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuing Entity under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered accepted by CitibankU.S. Bank Trust Company, N.A.National Association, not in its individual capacity but solely as Indenture TrusteeTrustee and in no event shall U.S. Bank Trust Company, National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. The For all purposes of this Agreement, the Indenture Trustee has the same shall be entitled to all rights, protections privileges, benefits, protections, immunities, and immunities hereunder as indemnities provided to it has under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisIndenture.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement is executed and delivered by Wilmington Trust Companythe Trustee Bank, not individually or personally but solely as trustee of the Holding TrustOwner Trustee, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuing Entity is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company the Trustee Bank, but is made and intended for the purpose of binding only the Holding TrustIssuing Entity, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Companythe Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied implied, contained herein, all such liabilityliability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company the Trustee Bank has made no investigation as to into the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person Issuing Entity in this Custodian Agreement and (v) under no circumstances shall Wilmington Trust Company the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuing Entity under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered countersigned by CitibankU.S. Bank Trust Company, N.A.National Association, not in its individual capacity but solely as Indenture Trustee, and in no event shall U.S. Bank Trust Company, National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. The For all purposes of this Agreement, the rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, under the Indenture, are extended to, and shall be enforceable by, the Indenture Trustee has the same rightsin its capacity hereunder, protections and immunities hereunder as it has under the Indenture as if such rightseach agent, protections custodian and immunities were expressly set forth herein mutatis mutandisother Person employed to act hereunder.

Limitation of Liability of Owner Trustee and Indenture Trustee. It is expressly understood and agreed by the (a) The parties hereto are put on notice and hereby acknowledge and agree that (ia) this Custodian Agreement is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally but solely as trustee Owner Trustee of the Holding TrustIssuer, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuer is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company Trust, National Association but is made and intended for the purpose of binding only the Holding TrustIssuer, (iiic) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant either expressed or implied contained hereinherein of the Issuer, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (ivd) Wilmington Trust Company Trust, National Association has made no investigation as to the accuracy or completeness of any representations or and warranties made by the Holding Trust or any other Person Issuer in this Custodian Agreement and (ve) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and in no event shall U.S. Bank National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered by Citibankpursuant hereto, N.A., not in its individual capacity but as to all of which recourse shall be had solely as Indenture Trustee. The Indenture Trustee has to the same rights, protections and immunities hereunder as it has under assets of the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisIssuer.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement is executed and delivered by Wilmington Trust Companythe Trustee Bank, not individually or personally but solely as trustee of the Holding TrustOwner Trustee, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuing Entity is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company the Trustee Bank, but is made and intended for the purpose of binding only the Holding TrustIssuing Entity, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Companythe Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied implied, contained herein, all such liabilityliability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company the Trustee Bank has made no investigation as to into the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person Issuing Entity in this Custodian Agreement Agreement, and (v) under no circumstances shall Wilmington Trust Company the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuing Entity under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered accepted by CitibankMUFG Union Bank, N.A., not in its individual capacity but solely as Indenture TrusteeTrustee and in no event shall MUFG Union Bank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. The For all purposes of this Agreement, the Indenture Trustee has the same shall be entitled to all rights, protections privileges, benefits, protections, immunities, and immunities hereunder as indemnities provided to it has under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisIndenture.

Limitation of Liability of Owner Trustee and Indenture Trustee. It is expressly understood and agreed (a) Notwithstanding anything contained herein to the contrary, this instrument has been countersigned by the Owner Trustee solely in its capacity as Owner Trustee and in no event shall the Owner Trustee in its individual capacity or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by the Indenture Trustee solely as Indenture Trustee and in no event shall the Indenture Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) The parties hereto are put on notice and hereby acknowledge and agree that (ia) this Custodian Agreement is executed and delivered by Wilmington Trust CompanyTrust, National Association not individually or personally but solely as trustee Owner Trustee of the Holding TrustIssuer, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuer is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company Trust, National Association but is made and intended for the purpose of binding only the Holding TrustIssuer, (iiic) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant either expressed or implied herein contained hereinof the Issuer, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (ivd) Wilmington Trust Company Trust, National Association has made no investigation as to the accuracy or completeness of any representations or and warranties made by the Holding Trust or any other Person Issuer in this Custodian Agreement and (ve) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement or any other related documents. Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered by Citibank, N.A., not in its individual capacity but solely as Indenture Trustee. The Indenture Trustee has the same rights, protections and immunities hereunder as it has under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandis.

Limitation of Liability of Owner Trustee and Indenture Trustee. It (a) Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally but solely as trustee of the Holding TrustOwner Trustee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuer is made and intended not as a personal representationsrepresentation, covenants, undertakings and agreements undertaking or agreement by Wilmington Trust Company the Owner Trustee but is made and intended for the purpose of binding only the Holding TrustIssuer, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Companythe Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person in this Custodian Agreement Issuer hereunder and (v) under no circumstances shall Wilmington Trust Company the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement or any other related documents. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed by U.S. Bank Trust Company, National Association solely in its capacity as Indenture Trustee under the Indenture, and delivered by Citibank, N.A., not in no event shall the Indenture Trustee in its individual capacity but have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely as Indenture Trustee. The Indenture Trustee has to the same rights, protections and immunities hereunder as it has under assets of the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisIssuer.

Limitation of Liability of Owner Trustee and Indenture Trustee. It (a) Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally but solely as trustee of the Holding TrustOwner Trustee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuer is made and intended not as a personal representationsrepresentation, covenants, undertakings and agreements undertaking or agreement by Wilmington Trust Company the Owner Trustee but is made and intended for the purpose of binding only the Holding TrustIssuer, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Companythe Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person in this Custodian Agreement Issuer hereunder and (v) under no circumstances shall Wilmington Trust Company the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement or any other related documents. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed by U.S. Bank National Association solely in its capacity as Indenture Trustee under the Indenture, and delivered by Citibank, N.A., not in no event shall the Indenture Trustee in its individual capacity but have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely as Indenture Trustee. The Indenture Trustee has to the same rights, protections and immunities hereunder as it has under assets of the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisIssuer.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement is executed and delivered by Wilmington Trust Companythe Trustee Bank, not individually or personally but solely as trustee of the Holding TrustOwner Trustee, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuing Entity is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company the Trustee Bank, but is made and intended for the purpose of binding only the Holding TrustIssuing Entity, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Companythe Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied implied, contained herein, all such liabilityliability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company the Trustee Bank has made no investigation as to into the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person Issuing Entity in this Custodian Agreement and (v) under no circumstances shall Wilmington Trust Company the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuing Entity under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered countersigned by CitibankMUFG Union Bank, N.A., not in its individual capacity but solely as Indenture Trustee, and in no event shall MUFG Union Bank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. The For all purposes of this Agreement, the rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, under the Indenture, are extended to, and shall be enforceable by, the Indenture Trustee has the same rightsin its capacity hereunder, protections and immunities hereunder as it has under the Indenture as if such rightseach agent, protections custodian and immunities were expressly set forth herein mutatis mutandisother Person employed to act hereunder.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement is executed and delivered by Wilmington Trust Companythe Trustee Bank, not individually or personally but solely as trustee of the Holding TrustOwner Trustee, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuing Entity is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company the Trustee Bank, but is made and intended for the purpose of binding only the Holding TrustIssuing Entity, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Companythe Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied implied, contained herein, all such liabilityliability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company the Trustee Bank has made no investigation as to into the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person Issuing Entity in this Custodian Agreement Agreement, and (v) under no circumstances shall Wilmington Trust Company the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuing Entity under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered accepted by CitibankWilmington Trust, N.A.National Association, not in its individual capacity but solely as Indenture TrusteeTrustee and in no event shall Wilmington Trust, National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. The For all purposes of this Agreement, the Indenture Trustee has the same shall be entitled to all rights, protections privileges, benefits, protections, immunities, and immunities hereunder as indemnities provided to it has under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisIndenture.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement is executed and delivered by Wilmington Trust Companythe Trustee Bank, not individually or personally but solely as trustee of the Holding TrustOwner Trustee, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuing Entity is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company the Trustee Bank, but is made and intended for the purpose of binding only the Holding TrustIssuing Entity, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Companythe Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied implied, contained herein, all such liabilityliability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company the Trustee Bank has made no investigation as to into the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person Issuing Entity in this Custodian Agreement and (v) under no circumstances shall Wilmington Trust Company the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuing Entity under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered countersigned by CitibankWilmington Trust, N.A.National Association, not in its individual capacity but solely as Indenture Trustee, and in no event shall Wilmington Trust, National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. The For all purposes of this Agreement, the rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, under the Indenture, are extended to, and shall be enforceable by, the Indenture Trustee has the same rightsin its capacity hereunder, protections and immunities hereunder as it has under the Indenture as if such rightseach agent, protections custodian and immunities were expressly set forth herein mutatis mutandisother Person employed to act hereunder.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (ia) this Custodian Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Holding Trust, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Holding Trust, (iiic) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (ivd) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person in this Custodian Agreement and (ve) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered by Citibank, N.A., not in its individual capacity but solely as Indenture Trustee. Trustee and Backup Servicer and in no event shall Citibank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Holding Trust hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Holding Trust. (c) In no event shall Citibank, N.A., in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Statute, common law, the Holding Trust Agreement or the Trust Agreement. (d) The Indenture Trustee has the same rights, protections and immunities hereunder as it has under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandis, which shall survive the satisfaction and discharge of the Indenture. (e) It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer or any other Person in this Agreement and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, duty, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

Limitation of Liability of Owner Trustee and Indenture Trustee. It is expressly understood and agreed by the (a) The parties hereto are put on notice and hereby acknowledge and agree that (ia) this Custodian Agreement is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally but solely as trustee Owner Trustee of the Holding TrustIssuer, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuer is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company Trust, National Association but is made and intended for the purpose of binding only the Holding TrustIssuer, (iiic) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant either expressed or implied contained hereinherein of the Issuer, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (ivd) Wilmington Trust Company Trust, National Association has made no investigation as to the accuracy or completeness of any representations or and warranties made by the Holding Trust or any other Person Issuer in this Custodian Agreement and (ve) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and in no event shall U.S. Bank Trust Company, National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered by Citibankpursuant hereto, N.A., not in its individual capacity but as to all of which recourse shall be had solely as Indenture Trustee. The Indenture Trustee has to the same rights, protections and immunities hereunder as it has under assets of the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisIssuer.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely in its capacity as trustee Owner Trustee of the Holding TrustIssuer, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust is Issuer are made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of for binding only the Holding TrustIssuer, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company has not verified or made no any investigation as to the accuracy or completeness of any representations or and warranties made by the Holding Trust or any other Person Issuer in this Custodian Agreement Agreement, and (v) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement or any other related documents. Program Documents. (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered by CitibankComputershare, N.A., not in its individual capacity but solely as Indenture Trustee. The Indenture Trustee has and in no event shall Computershare have any liability for the same rightsrepresentations, protections and immunities warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as it has under to all of which recourse shall be had solely to the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisassets of the Issuer.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (ia) this Custodian Agreement is executed and delivered by Wilmington Trust CompanyU.S. Bank Trust, National Association, not individually or personally but solely as trustee Owner Trustee of the Holding Trust, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company U.S. Bank Trust, National Association but is made and intended for the purpose of binding only the Holding Trust, (iiic) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyU.S. Bank Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained hereinherein of the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (ivd) Wilmington Trust Company U.S. Bank Trust, National Association has not verified and made no investigation as to the accuracy or completeness of any representations or and warranties made by the Holding Trust or any other Person in this Custodian Agreement and (ve) under no circumstances shall Wilmington Trust Company U.S. Bank Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrarycontrary contained herein, this Custodian Agreement has been executed and delivered accepted by Citibank, N.A., the Indenture Trustee not in its individual capacity but solely as Indenture Trustee. The , and in no event shall the Indenture Trustee has in its individual capacity have any liability for the same rightsrepresentations, protections and immunities warranties, covenants, agreements or other obligations of the Trust hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as it has under to all of which recourse shall be had solely to the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisassets of the Trust.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely in its capacity as trustee Owner Trustee of the Holding TrustIssuer, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust is Issuer are made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of for binding only the Holding TrustIssuer, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or and warranties made by the Holding Trust or any other Person Issuer in this Custodian Agreement Agreement, and (v) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement or any the other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered by CitibankComputershare, N.A., not in its individual capacity but solely as Indenture Trustee. The Indenture Trustee has and in no event shall Computershare have any liability for the same rightsrepresentations, protections and immunities warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as it has under to all of which recourse shall be had solely to the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisassets of the Issuer.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely in its capacity as trustee Owner Trustee of the Holding TrustIssuer, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust is Issuer are made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of for binding only the Holding TrustIssuer, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company has not verified or made no any investigation as to the accuracy or completeness of any representations or and warranties made by the Holding Trust or any other Person Issuer in this Custodian Agreement Agreement, and (v) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered by CitibankComputershare, N.A., not in its individual capacity but solely as Indenture Trustee. The Indenture Trustee has and in no event shall Computershare have any liability for the same rightsrepresentations, protections and immunities warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as it has under to all of which recourse shall be had solely to the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisassets of the Issuer.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (ia) this Custodian Agreement is executed and delivered by Wilmington Trust CompanyU.S. Bank Trust, National Association, not individually or personally but solely as trustee Owner Trustee of the Holding TrustIssuer, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuer is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company U.S. Bank Trust, National Association but is made and intended for the purpose of binding only the Holding TrustIssuer, (iiic) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyU.S. Bank Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained hereinherein of the Issuer, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (ivd) Wilmington Trust Company U.S. Bank Trust, National Association has not verified and made no investigation as to the accuracy or completeness of any representations or and warranties made by the Holding Trust or any other Person Issuer in this Custodian Agreement and (ve) under no circumstances shall Wilmington Trust Company U.S. Bank Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered countersigned by Citibank, N.A., the Indenture Trustee not in its individual capacity but solely as Indenture Trustee. The , and in no event shall the Indenture Trustee has in its individual capacity have any liability for the same rightsrepresentations, protections and immunities warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as it has under to all of which recourse shall be had solely to the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisassets of the Issuer.

Limitation of Liability of Owner Trustee and Indenture Trustee. It (a) Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement is executed and delivered by Wilmington Trust Company[●], not individually or personally but solely as trustee of the Holding TrustOwner Trustee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuer is made and intended not as a personal representationsrepresentation, covenants, undertakings and agreements undertaking or agreement by Wilmington Trust Company the Owner Trustee but is made and intended for the purpose of binding only the Holding TrustIssuer, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Companythe Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person in this Custodian Agreement Issuer hereunder and (v) under no circumstances shall Wilmington Trust Company the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement or any other related documents. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed by [●] solely in its capacity as Indenture Trustee under the Indenture, and delivered by Citibank, N.A., not in no event shall the Indenture Trustee in its individual capacity but have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely as Indenture Trustee. The Indenture Trustee has to the same rights, protections and immunities hereunder as it has under assets of the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisIssuer.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (ia) this Custodian Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Holding Trust, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Holding Trust, (iiic) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (ivd) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person in this Custodian Agreement and (ve) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered by Citibank, N.A., not in its individual capacity but solely as Indenture Trustee. Trustee and Backup Servicer and in no event shall Citibank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Holding Trust hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Holding Trust. (c) In no event shall Citibank, N.A., in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Statute, common law, the Holding Trust Agreement or the Trust Agreement. (d) The Indenture Trustee has the same rights, protections and immunities hereunder as it has under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandis. (e) It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer or any other Person in this Agreement and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, duty, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (ia) this Custodian Agreement is executed and delivered by Wilmington Trust CompanyU.S. Bank Trust, National Association, not individually or personally but solely as trustee Owner Trustee of the Holding TrustIssuer, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuer is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company U.S. Bank Trust, National Association but is made and intended for the purpose of binding only the Holding TrustIssuer, (iiic) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyU.S. Bank Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained hereinherein of the Issuer, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (ivd) Wilmington Trust Company U.S. Bank Trust, National Association has not verified and made no investigation as to the accuracy or completeness of any representations or and warranties made by the Holding Trust or any other Person Issuer in this Custodian Agreement and (ve) under no circumstances shall Wilmington Trust Company U.S. Bank Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement or any other related documents. .. (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered countersigned by Citibank, N.A., the Indenture Trustee not in its individual capacity but solely as Indenture Trustee. The , and in no event shall the Indenture Trustee has in its individual capacity have any liability for the same rightsrepresentations, protections and immunities warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as it has under to all of which recourse shall be had solely to the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisassets of the Issuer.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (ia) this Custodian Agreement is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally but solely as trustee Owner Trustee of the Holding TrustBMW Vehicle Owner Trust 2022-A, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuer is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company Trust, National Association but is made and intended for the purpose of for binding only the Holding TrustIssuer, (iiic) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (ivd) Wilmington Trust Company Trust, National Association has made no investigation as to the accuracy or completeness of any representations or and warranties made by the Holding Trust or any other Person Issuer in this Custodian Agreement and (ve) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered by CitibankU.S. Bank Trust Company, N.A.National Association, not in its individual capacity but solely as Indenture Trustee, and in no event shall U.S. Bank Trust Company, National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer in accordance with the priorities set forth herein. The For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuer hereunder, the Indenture Trustee has shall be subject to, and entitled to the same rightsbenefits of, protections the terms and immunities hereunder as it has under provisions of Articles VI of the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisIndenture.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (ia) this Custodian Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Holding Trust, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Holding Trust, (iiic) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (ivd) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person in this Custodian Agreement and (ve) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered by CitibankXxxxx Fargo Bank, N.A.National Association, not in its individual capacity but solely as Indenture Trustee. Trustee and Backup Servicer and in no event shall Xxxxx Fargo Bank, National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Holding Trust hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Holding Trust. (c) In no event shall Xxxxx Fargo Bank, National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Statute, common law, the Holding Trust Agreement or the Trust Agreement. (d) The Indenture Trustee has the same rights, protections and immunities hereunder as it has under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandis. (e) It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Agreement and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

Limitation of Liability of Owner Trustee and Indenture Trustee. It is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Holding Trust, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Holding Trust, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person in this Custodian Agreement and (v) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust under this Custodian Agreement or any other related documents. Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered by Citibank, N.A., not in its individual capacity but solely as Indenture Trustee. The Indenture Trustee has the same rights, protections and immunities hereunder as it has under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandis.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (ia) this Custodian Agreement is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally but solely as trustee Owner Trustee of the Holding TrustBMW Vehicle Owner Trust 2020-A, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuer is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company Trust, National Association but is made and intended for the purpose of for binding only the Holding TrustIssuer, (iiic) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (ivd) Wilmington Trust Company Trust, National Association has made no investigation as to the accuracy or completeness of any representations or and warranties made by the Holding Trust or any other Person Issuer in this Custodian Agreement and (ve) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered by Citibank, N.A.U.S. Bank National Association, not in its individual capacity but solely as Indenture Trustee, and in no event shall U.S. Bank National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer in accordance with the priorities set forth herein. The For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuer hereunder, the Indenture Trustee has shall be subject to, and entitled to the same rightsbenefits of, protections the terms and immunities hereunder as it has under provisions of Articles VI of the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisIndenture.

Limitation of Liability of Owner Trustee and Indenture Trustee. It is expressly understood and agreed by the (a) The parties hereto are put on notice and hereby acknowledge and agree that (ia) this Custodian Agreement is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally but solely as trustee Owner Trustee of the Holding TrustIssuer, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuer is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company Trust, National Association but is made and intended for the purpose of binding only the Holding TrustIssuer, (iiic) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant either expressed or implied contained hereinherein of the Issuer, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (ivd) Wilmington Trust Company Trust, National Association has made no investigation as to the accuracy or completeness of any representations or and warranties made by the Holding Trust or any other Person Issuer in this Custodian Agreement and (ve) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered by in no event shall Citibank, N.A.N.A. have any liability for the representations, not warranties, covenants, agreements or other obligations of the Issuer hereunder or in its individual capacity but any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely as Indenture Trustee. The Indenture Trustee has to the same rights, protections and immunities hereunder as it has under assets of the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisIssuer.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (ia) this Custodian Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Holding Trust, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Holding Trust, (iiic) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (ivd) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person in this Custodian Agreement and (ve) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered by Citibank, N.A., not in its individual capacity but solely as Indenture Trustee. Trustee and Backup Servicer and in no event shall Citibank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Holding Trust hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Holding Trust. (c) In no event shall Citibank, N.A., in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Statute, common law, the Holding Trust Agreement or the Trust Agreement. (d) The Indenture Trustee has the same rights, protections and immunities hereunder as it has under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandis. (e) It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Agreement and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement is executed and delivered by Wilmington Trust Companythe Trustee Bank, not individually or personally but solely as trustee of the Holding TrustOwner Trustee, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuing Entity is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company the Trustee Bank, but is made and intended for the purpose of binding only the Holding TrustIssuing Entity, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Companythe Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied implied, contained herein, all such liabilityliability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company the Trustee Bank has made no investigation as to into the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person Issuing Entity in this Custodian Agreement Agreement, and (v) under no circumstances shall Wilmington Trust Company the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuing Entity under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered accepted by CitibankMUFG Union Bank, N.A., not in its individual capacity but solely as Indenture TrusteeTrustee and in no event shall MUFG Union Bank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. The For all purposes of this Agreement, the Indenture Trustee has the same shall be entitled to all rights, protections privileges, benefits, protections, immunities and immunities hereunder as indemnities provided to it has under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisIndenture.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (ia) this Custodian Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Holding Trust, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Holding Trust, (iiic) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (ivd) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person in this Custodian Agreement and (ve) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered by CitibankXxxxx Fargo Bank, N.A.National Association, not in its individual capacity but solely as Indenture Trustee. Trustee and Backup Servicer and in no event shall Xxxxx Fargo Bank, National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Holding Trust hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Holding Trust. (c) In no event shall Xxxxx Fargo Bank, National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Statute, common law, the Holding Trust Agreement or the Trust Agreement. (d) The Indenture Trustee has the same rights, protections and immunities hereunder as it has under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandis. (e) It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer or any other Person in this Agreement and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, duty, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement is executed and delivered by Wilmington Trust Companythe Trustee Bank, not individually or personally but solely as trustee of the Holding TrustOwner Trustee, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuing Entity is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company the Trustee Bank, but is made and intended for the purpose of binding only the Holding TrustIssuing Entity, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Companythe Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied implied, contained herein, all such liabilityliability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company the Trustee Bank has made no investigation as to into the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person Issuing Entity in this Custodian Agreement Agreement, and (v) under no circumstances shall Wilmington Trust Company the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuing Entity under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered accepted by Citibank, N.A.The Bank of New York Mellon, not in its individual capacity but solely as Indenture TrusteeTrustee and in no event shall The Bank of New York Mellon have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. The For all purposes of this Agreement, the Indenture Trustee has the same shall be entitled to all rights, protections privileges, benefits, protections, immunities, and immunities hereunder as indemnities provided to it has under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisIndenture.

Limitation of Liability of Owner Trustee and Indenture Trustee. It is expressly understood and agreed by (a) Notwithstanding anything contained herein to the parties hereto that contrary, (ia) this Custodian Agreement instrument is executed and delivered by Wilmington U.S. Bank Trust CompanyNational Association, not individually or personally but solely as trustee Owner Trustee of the Holding TrustHyundai Auto Receivables Trust 2016-A, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuer is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington U.S. Bank Trust Company National Association but is made and intended for the purpose of for binding only the Holding TrustIssuer, (iiic) nothing herein contained shall be construed as creating any liability on Wilmington U.S. Bank Trust Company, National Association individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (ivd) Wilmington U.S. Bank Trust Company National Association has made no investigation as to the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person Issuer in this Custodian Agreement instrument and (ve) under no circumstances shall Wilmington U.S. Bank Trust Company National Association be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement instrument or any other related documents. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles 6, 7 and 8 of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered countersigned by Citibank, N.A., not in its individual capacity but the Indenture Trustee solely as Indenture Trustee. The Trustee and in no event shall the Indenture Trustee has have any liability for the same rightsrepresentations, protections and immunities warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as it has under to all of which recourse shall be had solely to the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisassets of the Issuer.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement is executed and delivered by Wilmington Trust Company[Owner Trustee], not individually or personally but solely in its capacity as trustee Owner Trustee of the Holding TrustIssuer, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust is Issuer are made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company [Owner Trustee] but is made and intended for the purpose of for binding only the Holding TrustIssuer, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company[Owner Trustee], individually or personally, to perform any covenant either expressed express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company [Owner Trustee] has made no investigation as to the accuracy or completeness of any representations or and warranties made by the Holding Trust or any other Person Issuer in this Custodian Agreement and (v) under no circumstances shall Wilmington Trust Company [Owner Trustee] be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement or any the other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered by CitibankXxxxx Fargo Bank, N.A.National Association, not in its individual capacity but solely as Indenture Trustee. The Indenture Trustee has and in no event shall Xxxxx Fargo Bank, National Association have any liability for the same rightsrepresentations, protections and immunities warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as it has under to all of which recourse shall be had solely to the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisassets of the Issuer.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (ia) this Custodian Agreement is executed and delivered by Wilmington Trust Company[Owner Trustee], not individually or personally but solely as trustee of the Holding TrustIssuer, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuer is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company [Owner Trustee] but is made and intended for the purpose of binding only the Holding TrustIssuer, (iiic) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company[Owner Trustee], individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (ivd) Wilmington Trust Company [Owner Trustee] has made no investigation as to the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person Issuer in this Custodian Agreement and (ve) under no circumstances shall Wilmington Trust Company [Owner Trustee] be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered by Citibank, N.A.[Indenture Trustee], not in its individual capacity but solely as Indenture Trustee and in no event shall [Indenture Trustee. The ], have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) In no event shall [Indenture Trustee], in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee has the same rights, protections and immunities hereunder as it has under the Indenture as if such rightsDelaware Statutory Trust Statute, protections and immunities were expressly set forth herein mutatis mutandiscommon law, or the Trust Agreement.

Limitation of Liability of Owner Trustee and Indenture Trustee. It is expressly understood and agreed by (a) Notwithstanding anything contained herein to the parties hereto that contrary, (ia) this Custodian Agreement instrument is executed and delivered by Wilmington U.S. Bank Trust CompanyNational Association, not individually or personally but solely as trustee Owner Trustee of the Holding TrustHyundai Auto Receivables Trust 2017-A, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuer is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington U.S. Bank Trust Company National Association but is made and intended for the purpose of for binding only the Holding TrustIssuer, (iiic) nothing herein contained shall be construed as creating any liability on Wilmington U.S. Bank Trust Company, National Association individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (ivd) Wilmington U.S. Bank Trust Company National Association has made no investigation as to the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person Issuer in this Custodian Agreement instrument and (ve) under no circumstances shall Wilmington U.S. Bank Trust Company National Association be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement instrument or any other related documents. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles 6, 7 and 8 of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered countersigned by Citibank, N.A., not in its individual capacity but the Indenture Trustee solely as Indenture Trustee. The Trustee and in no event shall the Indenture Trustee has have any liability for the same rightsrepresentations, protections and immunities warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as it has under to all of which recourse shall be had solely to the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisassets of the Issuer.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by and between the parties hereto that (i) that this Custodian Agreement is executed and delivered by Wilmington Bankers Trust Company(Delaware), not individually or personally in its individual capacity but solely as trustee Owner Trustee under the Trust Agreement dated as of August 30, 2001 with Bond Securitization, L.L.C. and M&I Xxxxxxxx & Ilsley Bank (the Holding Trust, "Trust Agreement") in the exercise of the powers power and authority conferred and vested in itit as such Owner Trustee, (ii) each of the representations, covenantsundertakings and agreements made herein by the Owner Trustee are not personal representations, undertakings and agreements herein made of Bankers Trust (Delaware), but are binding only on the part of trust estate created pursuant to the Holding Trust is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Holding TrustAgreement, (iii) nothing contained herein contained shall be construed as creating any liability on Wilmington Bankers Trust Company(Delaware), individually or personally, to perform any covenant of the Owner Trustee either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties heretoany such party, and (iv) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person in this Custodian Agreement and (v) under no circumstances shall Wilmington Bankers Trust Company (Delaware) be personally liable for the payment of any indebtedness or expenses expense of the Holding Trust Owner Trustee or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any)obligations, representation, warranty or covenant made or undertaken by the Holding Trust Owner Trustee under this Custodian Agreement or any other related documents. Agreement. (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered countersigned by CitibankBank One, N.A., National Association not in its individual capacity but solely as Indenture Trustee. The Trustee and in no event shall Indenture Trustee has have any liability for the same rightsrepresentations, protections and immunities warranties, covenants, agreements or other obligations of the M&I Auto Loan Trust 2001-1 hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as it has under to all of which recourse shall be had solely to the assets of the M&I Auto Loan Trust 2001-1. For all purposes of this Agreement, in the performance of any duties or obligations of the M&I Auto Loan Trust 2001-1 hereunder, the Indenture as if such rightsTrustee shall be subject to, protections and immunities were expressly set forth herein mutatis mutandisentitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability of Owner Trustee and Indenture Trustee. (A) It is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement Amendment is executed and delivered by Wilmington Wxxxx Fargo Delaware Trust Company, N.A., not individually or personally but solely as trustee of the Holding TrustOwner Trustee, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuing Entity is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Wxxxx Fargo Delaware Trust Company Company, N.A., but is made and intended for the purpose of binding only the Holding TrustIssuing Entity, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Wxxxx Fargo Delaware Trust Company, N.A., individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied implied, contained herein, all such liabilityliability of Wxxxx Fargo Delaware Trust Company, N.A. in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto, (iv) Wilmington Wxxxx Fargo Delaware Trust Company Company, N.A. has made no investigation as to into the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person Issuing Entity in this Custodian Agreement Amendment, and (v) under no circumstances shall Wilmington Wxxxx Fargo Delaware Trust Company Company, N.A. be personally liable for the payment of any indebtedness or expenses of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuing Entity under this Custodian Agreement Amendment or any other related documents. . (B) Notwithstanding anything contained herein to the contrary, this Custodian Agreement Amendment has been executed acknowledged and delivered consented to by Citibank, N.A.U.S. Bank National Association, not in its individual capacity but solely as Indenture TrusteeTrustee and in no event shall U.S. Bank National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. The For all purposes of this Amendment, the Indenture Trustee has the same shall be entitled to all rights, protections privileges, benefits, protections, immunities, and immunities hereunder as indemnities provided to it has under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisIndenture.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement is executed and delivered by Wilmington Trust Company[Owner Trustee], not individually or personally but solely in its capacity as trustee Owner Trustee of the Holding TrustIssuer, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust is Issuer are made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company [Owner Trustee] but is made and intended for the purpose of for binding only the Holding TrustIssuer, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company[Owner Trustee], individually or personally, to perform any covenant either expressed express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company [Owner Trustee] has made no investigation as to the accuracy or completeness of any representations or and warranties made by the Holding Trust or any other Person Issuer in this Custodian Agreement and (v) under no circumstances shall Wilmington Trust Company [Owner Trustee] be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement or any the other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered by Citibank[Indenture Trustee], N.A., not in its individual capacity but solely as Indenture Trustee and in no event shall [Indenture Trustee. The Indenture Trustee has ] have any liability for the same rightsrepresentations, protections and immunities warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as it has under to all of which recourse shall be had solely to the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisassets of the Issuer.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (ia) this Custodian Agreement is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally personally, but solely as trustee Owner Trustee of the Holding TrustIssuer under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuer is made and intended not as a personal representationsrepresentation, covenants, undertakings undertaking and agreements agreement by Wilmington Trust Company Trust, National Association but is made and intended for the purpose of binding only the Holding TrustIssuer, (iiic) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (ivd) Wilmington Trust Company Trust, National Association has made no investigation as to the accuracy or completeness of any representations or and warranties made by the Holding Trust or any other Person Issuer in this Custodian Agreement and (ve) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement or any the other related documents. Transaction Documents. (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered by Citibank, N.A.U.S. Bank National Association, not in its individual capacity but solely as Indenture Trustee. The Indenture Trustee has and in no event shall U.S. Bank National Association have any liability for the same rightsrepresentations, protections and immunities warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as it has to all of which recourse shall be had solely to the assets of the Issuer. (c) In no event shall U.S. Bank National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Indenture as if such rightsDelaware Statutory Trust Statute, protections and immunities were expressly set forth herein mutatis mutandiscommon law, or the Trust Agreement.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (ia) this Custodian Agreement is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally personally, but solely as trustee Owner Trustee of the Holding TrustIssuer under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuer is made and intended not as a personal representationsrepresentation, covenants, undertakings undertaking and agreements agreement by Wilmington Trust Company Trust, National Association but is made and intended for the purpose of binding only the Holding TrustIssuer, (iiic) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person in this Custodian Agreement hereto and (vd) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement or any the other related documents. Transaction Documents. (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered by Citibank, N.A.U.S. Bank National Association, not in its individual capacity but solely as Indenture Trustee. The Indenture Trustee has and in no event shall U.S. Bank National Association have any liability for the same rightsrepresentations, protections and immunities warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as it has to all of which recourse shall be had solely to the assets of the Issuer. (c) In no event shall U.S. Bank National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Indenture as if such rightsDelaware Statutory Trust Statute, protections and immunities were expressly set forth herein mutatis mutandiscommon law, or the Trust Agreement.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (ia) this Custodian Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee Owner Trustee of the Holding TrustBMW Vehicle Owner Trust 2010-A, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuer is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of for binding only the Holding TrustIssuer, (iiic) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person in this Custodian Agreement hereto and (vd) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered by Citibank, N.A., not in its individual capacity but solely as Indenture Trustee, and in no event shall Citibank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer in accordance with the priorities set forth herein. The For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuer hereunder, the Indenture Trustee has shall be subject to, and entitled to the same rightsbenefits of, protections the terms and immunities hereunder as it has under provisions of Articles VI of the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisIndenture.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by and between the parties hereto that (i) that this Custodian Agreement is executed and delivered by Wilmington Deutsche Bank Trust CompanyCompany Delaware, not individually or personally in its individual capacity but solely as trustee Owner Trustee of the Holding TrustTrust under the Amended and Restated Trust Agreement dated as of November 22, 2005 between M&I Dealer Auto Securitization, LLC, Deutsche Bank Trust Company Delaware, Deutsche Bank Trust Company Americas and M&I Xxxxxxxx & Xxxxxx Bank (the “Trust Agreement”) in the exercise of the powers power and authority 1300584 05134611 12 2005-1 Administration Agreement conferred and vested in itit as such Owner Trustee, (ii) each of the representations, covenantsundertakings and agreements made herein by the Trust are not personal representations, undertakings and agreements herein made of Deutsche Bank Trust Company Delaware, but are binding only on the part of the Holding Trust is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Holding Trust, (iii) nothing contained herein contained shall be construed as creating any liability on Wilmington Deutsche Bank Trust CompanyCompany Delaware, individually or personally, to perform any covenant of the Trust either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties heretoany such party, and (iv) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person in this Custodian Agreement and (v) under no circumstances shall Wilmington Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses expense of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any)obligations, representation, warranty or covenant made or undertaken by the Holding Trust under this Custodian Agreement or any other related documents. Agreement. (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered countersigned by CitibankJPMorgan Chase Bank, N.A., N.A. not in its individual capacity but solely as Indenture Trustee. The Trustee and in no event shall Indenture Trustee has have any liability for the same rightsrepresentations, protections and immunities warranties, covenants, agreements or other obligations of the M&I Auto Loan Trust 2005-1 hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as it has under to all of which recourse shall be had solely to the assets of the M&I Auto Loan Trust 2005-1. For all purposes of this Agreement, in the performance of any duties or obligations of the M&I Auto Loan Trust 2005-1 hereunder, the Indenture as if such rightsTrustee shall be subject to, protections and immunities were expressly set forth herein mutatis mutandisentitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (ia) this Custodian Agreement is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally personally, but solely as trustee Owner Trustee of the Holding TrustIssuer under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuer is made and intended not as a personal representationsrepresentation, covenants, undertakings undertaking and agreements agreement by Wilmington Trust Company Trust, National Association but is made and intended for the purpose of binding only the Holding TrustIssuer, (iiic) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person in this Custodian Agreement hereto and (vd) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Holding Trust Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuer under this Custodian Agreement or any the other related documents. Transaction Documents. (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered by Citibank, N.A.U.S. Bank National Association, not in its individual capacity but solely as Indenture Trustee. The Indenture Trustee has and in no event shall U.S. Bank National Association have any liability for the same rightsrepresentations, protections and immunities warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as it has to all of which recourse shall be had solely to the assets of the Issuer. (c) In no event shall U.S. Bank National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Indenture as if such rightsDelaware Statutory Trust Statute, protections and immunities were expressly set forth herein mutatis mutandis.common law, or the Trust Agreement. [SIGNATURES FOLLOW]

Limitation of Liability of Owner Trustee and Indenture Trustee. (A) It is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement Amendment is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally but solely as trustee of the Holding TrustOwner Trustee, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuing Entity is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company Trust, National Association, but is made and intended for the purpose of binding only the Holding TrustIssuing Entity, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied implied, contained herein, all such liabilityliability of Wilmington Trust, National Association, in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company Trust, National Association has made no investigation as to into the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person Issuing Entity in this Custodian Agreement Amendment, and (v) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuing Entity under this Custodian Agreement Amendment or any other related documents. . (B) Notwithstanding anything contained herein to the contrary, this Custodian Agreement Amendment has been executed acknowledged and delivered consented to by CitibankU.S. Bank Trust Company, N.A.National Association, not in its individual capacity but solely as Indenture Trustee, and in no event shall U.S. Bank Trust Company, National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. The For all purposes of this Amendment, the Indenture Trustee has the same shall be entitled to all rights, protections privileges, benefits, protections, immunities, and immunities hereunder as indemnities provided to it has under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisIndenture.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (ia) this Custodian Agreement is executed and delivered by Wilmington Trust Company[Owner Trustee], not individually or personally but solely as trustee of the Holding Trust, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company [Owner Trustee] but is made and intended for the purpose of binding only the Holding Trust, (iiic) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company[Owner Trustee], individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (ivd) Wilmington Trust Company [Owner Trustee] has made no investigation as to the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person in this Custodian Agreement and (ve) under no circumstances shall Wilmington Trust Company [Owner Trustee] be personally liable for the payment of any indebtedness or expenses of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust under this Custodian Agreement or any other related documents. . (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered by Citibank, N.A.[Indenture Trustee], not in its individual capacity but solely as Indenture Trustee and Backup Servicer and in no event shall [Indenture Trustee. ] have any liability for the representations, warranties, covenants, agreements or other obligations of the Holding Trust hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Holding Trust. (c) In no event shall [Indenture Trustee], in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Statute, common law, the Holding Trust Agreement or the Trust Agreement. (d) The Indenture Trustee has the same rights, protections and immunities hereunder as it has under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandis, which shall survive the satisfaction and discharge of the Indenture. (e) It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by [Owner Trustee], not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, covenants, undertakings and agreements by [Owner Trustee] but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on [Owner Trustee], individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) [Owner Trustee] has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer or any other Person in this Agreement and (e) under no circumstances shall [Owner Trustee] be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by and between the parties hereto that (i) that this Custodian Agreement is executed and delivered by Wilmington Deutsche Bank Trust CompanyCompany Delaware, not individually or personally in its individual capacity but solely as trustee Owner Trustee of the Holding TrustTrust under the Trust Agreement dated as of November 13, 2003 with M&I Dealer Auto Securitization, LLC and M&I Xxxxxxxx & Xxxxxx Bank (the "Trust Agreement") in the exercise of the powers power and authority conferred and vested in itit as such Owner Trustee, (ii) each of the representations, covenantsundertakings and agreements made herein by the Trust are not personal representations, undertakings and agreements herein made of Deutsche Bank Trust Company Delaware, but are binding only on the part of the Holding Trust is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Holding Trust, (iii) nothing contained herein contained shall be construed as creating any liability on Wilmington Deutsche Bank Trust CompanyCompany Delaware, individually or personally, to perform any covenant of the Trust either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties heretoany such party, and (iv) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person in this Custodian Agreement and (v) under no circumstances shall Wilmington Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses expense of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any)obligations, representation, warranty or covenant made or undertaken by the Holding Trust under this Custodian Agreement or any other related documents. Agreement. (b) Notwithstanding anything contained herein to the contrary, this Custodian Agreement has been executed and delivered countersigned by Citibank, N.A., BNY Midwest Trust Co. not in its individual capacity but solely as Indenture Trustee. The Trustee and in no event shall Indenture Trustee has have any liability for the same rightsrepresentations, protections and immunities warranties, covenants, agreements or other obligations of the M&I Auto Loan Trust 2003-1 hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as it has under to all of which recourse shall be had solely to the assets of the M&I Auto Loan Trust 2003-1. For all purposes of this Agreement, in the performance of any duties or obligations of the M&I Auto Loan Trust 2003-1 hereunder, the Indenture as if such rightsTrustee shall be subject to, protections and immunities were expressly set forth herein mutatis mutandisentitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability of Owner Trustee and Indenture Trustee. (A) It is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement Amendment is executed and delivered by Wilmington Xxxxx Fargo Delaware Trust Company, N.A., not individually or personally but solely as trustee of the Holding TrustOwner Trustee, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuing Entity is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Xxxxx Fargo Delaware Trust Company Company, N.A., but is made and intended for the purpose of binding only the Holding TrustIssuing Entity, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Xxxxx Fargo Delaware Trust Company, N.A., individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied implied, contained herein, all such liabilityliability of Xxxxx Fargo Delaware Trust Company, N.A. in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto, (iv) Wilmington Xxxxx Fargo Delaware Trust Company Company, N.A. has made no investigation as to into the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person Issuing Entity in this Custodian Agreement Amendment, and (v) under no circumstances shall Wilmington Xxxxx Fargo Delaware Trust Company Company, N.A. be personally liable for the payment of any indebtedness or expenses of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuing Entity under this Custodian Agreement Amendment or any other related documents. . (B) Notwithstanding anything contained herein to the contrary, this Custodian Agreement Amendment has been executed acknowledged and delivered consented to by Citibank, N.A.U.S. Bank National Association, not in its individual capacity but solely as Indenture TrusteeTrustee and in no event shall U.S. Bank National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. The For all purposes of this Amendment, the Indenture Trustee has the same shall be entitled to all rights, protections privileges, benefits, protections, immunities, and immunities hereunder as indemnities provided to it has under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisIndenture.

Limitation of Liability of Owner Trustee and Indenture Trustee. (A) It is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement Amendment is executed and delivered by Wilmington U.S. Bank Trust CompanyNational Association, not individually or personally but solely as trustee of the Holding TrustOwner Trustee, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuing Entity is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington U.S. Bank Trust Company National Association, but is made and intended for the purpose of binding only the Holding TrustIssuing Entity, (iii) nothing herein contained shall be construed as creating any liability on Wilmington U.S. Bank Trust CompanyNational Association, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied implied, contained herein, all such liabilityliability of U.S. Bank Trust National Association in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto, (iv) Wilmington U.S. Bank Trust Company National Association has made no investigation as to into the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person Issuing Entity in this Custodian Agreement Amendment, and (v) under no circumstances shall Wilmington U.S. Bank Trust Company National Association be personally liable for the payment of any indebtedness or expenses of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuing Entity under this Custodian Agreement Amendment or any other related documents. . (B) Notwithstanding anything contained herein to the contrary, this Custodian Agreement Amendment has been executed acknowledged and delivered consented to by CitibankMUFG Union Bank, N.A., not in its individual capacity but solely as Indenture TrusteeTrustee and in no event shall MUFG Union Bank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. The For all purposes of this Amendment, the Indenture Trustee has the same shall be entitled to all rights, protections privileges, benefits, protections, immunities and immunities hereunder as indemnities provided to it has under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisIndenture.

Limitation of Liability of Owner Trustee and Indenture Trustee. (A) It is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement Amendment is executed and delivered by Wilmington U.S. Bank Trust CompanyNational Association, not individually or personally but solely as trustee of the Holding TrustOwner Trustee, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust Issuing Entity is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington U.S. Bank Trust Company National Association, but is made and intended for the purpose of binding only the Holding TrustIssuing Entity, (iii) nothing herein contained shall be construed as creating any liability on Wilmington U.S. Bank Trust CompanyNational Association, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied implied, contained herein, all such liabilityliability of U.S. Bank Trust National Association in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto, (iv) Wilmington U.S. Bank Trust Company National Association has made no investigation as to into the accuracy or completeness of any representations or warranties made by the Holding Trust or any other Person Issuing Entity in this Custodian Agreement Amendment, and (v) under no circumstances shall Wilmington U.S. Bank Trust Company National Association be personally liable for the payment of any indebtedness or expenses of the Holding Trust or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Holding Trust Issuing Entity under this Custodian Agreement Amendment or any other related documents. . (B) Notwithstanding anything contained herein to the contrary, this Custodian Agreement Amendment has been executed acknowledged and delivered consented to by Citibank, N.A.The Bank of New York Mellon, not in its individual capacity but solely as Indenture TrusteeTrustee and in no event shall The Bank of New York Mellon have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. The For all purposes of this Amendment, the Indenture Trustee has the same shall be entitled to all rights, protections privileges, benefits, protections, immunities and immunities hereunder as indemnities provided to it has under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandisIndenture.