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

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the 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) 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 Issuer hereunder and (v) under no circumstances shall the 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, representation, warranty or covenant made or undertaken by the Issuer under this 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.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally but solely as Owner Trusteetrustee 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 Issuer Holding Trust is made and intended not as a personal representationrepresentations, undertaking or agreement covenants, undertakings and agreements by the Owner Trustee Wilmington Trust Company but is made and intended for the purpose of binding only the IssuerHolding Trust, (iii) nothing herein contained shall be construed as creating any liability on the Owner TrusteeWilmington 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) the Owner Trustee has not verified and Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder Holding Trust or any other Person in this Custodian Agreement and (v) under no circumstances shall the Owner Trustee Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer 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 Issuer Holding Trust 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 Notwithstanding anything contained herein to the benefits ofcontrary, 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 terms same rights, protections and provisions of Articles Siximmunities hereunder as it has under the Indenture as if such rights, Seven protections and Eight of the Trust Agreementimmunities were expressly set forth herein mutatis mutandis.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by the parties hereto that (ia) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally but solely as Owner Trusteetrustee 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 Issuer Holding Trust is made and intended not as a personal representationrepresentations, undertaking or agreement covenants, undertakings and agreements by the Owner Trustee Wilmington Trust Company but is made and intended for the purpose of binding only the IssuerHolding Trust, (iiic) nothing herein contained shall be construed as creating any liability on the Owner TrusteeWilmington 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) the Owner Trustee has not verified and Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder Holding Trust or any other Person in this Agreement and (ve) under no circumstances shall the Owner Trustee Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer 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 Issuer Holding Trust under this 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.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally but solely in its capacity as Owner TrusteeTrustee of the Issuer, 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 Issuer is are made and intended not as a personal representationrepresentations, undertaking or agreement covenants, undertakings and agreements by the Owner Trustee Wilmington Trust Company but is made and intended for the purpose of for binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner TrusteeWilmington 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) the Owner Trustee Wilmington Trust Company has not verified and has or made no any investigation as to the accuracy or completeness of any representations or and warranties made by the Issuer hereunder in this Agreement, and (v) under no circumstances shall the Owner Trustee 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 (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Issuer under this 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 AgreementProgram Documents.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed by the parties hereto that (ia) this Agreement is executed and delivered has been countersigned by Wilmington Trust, National AssociationBNY Mellon Trust of Delaware, not individually or personally in its individual capacity but solely as Owner TrusteeTrustee of the Issuing Entity, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (iib) each in no event shall BNY Mellon Trust of Delaware have any liability for the representations, undertakings and warranties, covenants, agreements herein made on the part or other obligations of the Issuer is Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are intended and made and intended not as a personal representation, undertaking or agreement by the Owner Trustee but is made and intended for the purpose of binding only, and is only binding on, the IssuerIssuing Entity, (iiic) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personallyin its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, 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) 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 Issuer hereunder Issuing Entity in this Agreement and (ve) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Issuer Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Issuing Entity under this Agreement or any other related documentsdocument as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight Article VI of the Trust Agreement.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally but solely in its capacity as Owner TrusteeTrustee of the Issuer, 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 Issuer is are made and intended not as a personal representationrepresentations, undertaking or agreement undertakings and agreements by the Owner Trustee Wilmington Trust Company but is made and intended for the purpose of for binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner TrusteeWilmington 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) the Owner Trustee has not verified and Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or and warranties made by the Issuer hereunder in this Agreement, and (v) under no circumstances shall the Owner Trustee 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 (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any the 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.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally but solely in its capacity as Owner TrusteeTrustee of the Issuer, 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 Issuer is are made and intended not as a personal representationrepresentations, undertaking or agreement covenants, undertakings and agreements by the Owner Trustee Wilmington Trust Company but is made and intended for the purpose of for binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner TrusteeWilmington 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) the Owner Trustee Wilmington Trust Company has not verified and has or made no any investigation as to the accuracy or completeness of any representations or and warranties made by the Issuer hereunder in this Agreement, and (v) under no circumstances shall the Owner Trustee 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 (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Issuer under this 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.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by the parties hereto that (ia) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally but solely as Owner Trusteetrustee of the Holding Trust, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, undertakings and agreements herein made on the part of the Issuer Holding Trust is made and intended not as a personal representationrepresentations, undertaking or agreement undertakings and agreements by the Owner Trustee Wilmington Trust Company but is made and intended for the purpose of binding only the IssuerHolding Trust, (iiic) nothing herein contained shall be construed as creating any liability on the Owner TrusteeWilmington 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) the Owner Trustee has not verified and Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder Holding Trust in this Agreement and (ve) under no circumstances shall the Owner Trustee Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer Holding Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Holding Trust under this 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.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust, National Association[●], not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the 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) 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 Issuer hereunder and (v) under no circumstances shall the 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, representation, warranty or covenant made or undertaken by the Issuer under this 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.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust, National Association[Owner Trustee], not individually or personally but solely in its capacity as Owner TrusteeTrustee of the Issuer, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is are made and intended not as a personal representationrepresentations, undertaking or agreement undertakings and agreements by the [Owner Trustee Trustee] but is made and intended for the purpose of for binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the [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) the [Owner Trustee has not verified and Trustee] has made no investigation as to the accuracy or completeness of any representations or and warranties made by the Issuer hereunder in this Agreement and (v) under no circumstances shall the [Owner Trustee 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, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any the 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.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by the parties hereto that (ia) this Agreement is executed and delivered by Wilmington Trust, National Association[____________], not individually or personally but solely as Owner TrusteeTrustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representationrepresentations, undertaking or agreement undertakings and agreements by the Owner Trustee [_______________] but is made and intended for the purpose of binding only the Issuer, (iiic) nothing herein contained shall be construed as creating any liability on the Owner Trustee[_______________], 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) the Owner Trustee [_______________] has not verified and has made no investigation as to the accuracy or completeness of any representations or and warranties made by the Issuer hereunder in this Agreement and (ve) under no circumstances shall the 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, representation, warranty or covenant made or undertaken by the Issuer under this 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.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by the parties hereto that (ia) this Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as Owner TrusteeTrustee of BMW Vehicle Owner Trust 2016-A, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representationrepresentations, undertaking or agreement undertakings and agreements by the Owner Trustee Wilmington Trust, National Association but is made and intended for the purpose of for binding only the Issuer, (iiic) nothing herein contained shall be construed as creating any liability on the Owner TrusteeWilmington Trust, 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) the Owner Trustee has not verified and Wilmington Trust has made no investigation as to the accuracy or completeness of any representations or and warranties made by the Issuer hereunder in this Agreement and (ve) under no circumstances shall the Owner Trustee Wilmington Trust, National Association 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. 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.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by the parties hereto that (ia) this Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as Owner TrusteeTrustee of BMW Vehicle Owner Trust 2018-A, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representationrepresentations, undertaking or agreement undertakings and agreements by the Owner Trustee Wilmington Trust, National Association but is made and intended for the purpose of for binding only the Issuer, (iiic) nothing herein contained shall be construed as creating any liability on the Owner TrusteeWilmington Trust, 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) the Owner Trustee has not verified and Wilmington Trust has made no investigation as to the accuracy or completeness of any representations or and warranties made by the Issuer hereunder in this Agreement and (ve) under no circumstances shall the Owner Trustee Wilmington Trust, National Association 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. 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.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by the parties hereto that (i) this Custodian Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally but solely as Owner Trusteetrustee 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 Issuer Holding Trust is made and intended not as a personal representationrepresentations, undertaking or agreement undertakings and agreements by the Owner Trustee Wilmington Trust Company but is made and intended for the purpose of binding only the IssuerHolding Trust, (iii) nothing herein contained shall be construed as creating any liability on the Owner TrusteeWilmington 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) the Owner Trustee has not verified and Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder Holding Trust or any other Person in this Custodian Agreement and (v) under no circumstances shall the Owner Trustee Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer Holding Trust or be liable for the breach or failure of any obligation, duty, representation, warranty or covenant made or undertaken by the Issuer Holding Trust 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 Notwithstanding anything contained herein to the benefits ofcontrary, 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 terms same rights, protections and provisions of Articles Siximmunities hereunder as it has under the Indenture as if such rights, Seven protections and Eight of the Trust Agreementimmunities were expressly set forth herein mutatis mutandis.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by the parties hereto that (ia) this Agreement document is executed and delivered on behalf of the Issuer by Wilmington Trust, National Association[ ], not individually or personally personally, but solely in its capacity as Owner Trustee, at the direction of the Depositor in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (iib) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representationrepresentations, undertaking or agreement warranties, undertakings and agreements by the Owner Trustee [ ] but is made and intended for the purpose of binding only, and is binding only on the Issuer, (iiic) nothing herein contained shall be construed as creating any liability on the Owner Trustee[ ], individually or personallypersonally or as Owner Trustee, to perform any covenant or obligation 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 person claiming by, through or under the parties hereto, (ivd) the Owner Trustee has not verified and [ ] has made no and will make no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder in this Agreement and (ve) under no circumstances shall the Owner Trustee [ ], be personally liable for the payment of any indebtedness indebtedness, indemnity obligations 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. For , as to all purposes of this Agreement, in which recourse shall be limited to the performance of any duties or obligations assets 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 AgreementIssuer.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed by the The parties hereto are put on notice and hereby acknowledge and agree that (ia) this Agreement is executed and delivered by Wilmington Trust, National Association[___], not individually or personally but solely as Owner TrusteeTrustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representationrepresentations, undertaking or agreement undertakings and agreements by the Owner Trustee [___]but is made and intended for the purpose of binding only the Issuer, (iiic) nothing herein contained shall be construed as creating any liability on the Owner Trustee[___], 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) the Owner Trustee has not verified and [___]has made no investigation as to the accuracy or completeness of any representations or and warranties made by the Issuer hereunder in this Agreement and (ve) under no circumstances shall the 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, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents. For all purposes of this Agreement. (b) Notwithstanding anything contained herein to the contrary, in no event shall [_____________] have any liability for the performance of any duties representations, warranties, covenants, agreements or other obligations of the Issuer hereunderhereunder or in any of the certificates, the Owner Trustee notices or agreements delivered pursuant hereto, as to all of which recourse shall be subject to, and entitled had solely to the benefits of, the terms and provisions of Articles Six, Seven and Eight assets of the Trust AgreementIssuer.

Limitation of Liability of Owner Trustee and Indenture Trustee. (aA) Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by the parties hereto that (i) this Agreement Amendment is executed and delivered by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer Issuing Entity is made and intended not as a personal representationrepresentations, undertaking or agreement undertakings and agreements by the Owner Trustee Xxxxx Fargo Delaware Trust Company, N.A., but is made and intended for the purpose of binding only the IssuerIssuing Entity, (iii) nothing herein contained shall be construed as creating any liability on the Owner TrusteeXxxxx 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) the Owner Trustee has not verified and Xxxxx Fargo Delaware Trust Company, N.A. has made no investigation as to into the accuracy or completeness of any representations or warranties made by the Issuer hereunder Issuing Entity in this Amendment, and (v) under no circumstances shall the Owner Trustee Xxxxx Fargo Delaware Trust Company, N.A. 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 Issuing Entity under this Agreement Amendment 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.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by the parties hereto that (ia) this Agreement is executed and delivered by Wilmington Trust, National Association[____________], not individually or personally but solely as Owner TrusteeTrustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representationrepresentations, undertaking or agreement undertakings and agreements by the Owner Trustee [_______________] but is made and intended for the purpose of binding only the Issuer, (iiic) nothing herein contained shall be construed as creating any liability on the Owner Trustee[_______________], 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) the Owner Trustee [_______________] has not verified and has made no investigation as to the accuracy or completeness of any representations or and warranties made by the Issuer hereunder in this Agreement and (ve) under no circumstances shall the 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, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents. For all purposes of . (b) Notwithstanding anything contained herein to the contrary, this AgreementAgreement has been countersigned by the Indenture Trustee not in its individual capacity but solely as Indenture Trustee, and in no event shall the performance of Indenture Trustee in its individual capacity have any duties liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunderhereunder or in any of the certificates, the Owner Trustee notices or agreements delivered pursuant hereto, as to all of which recourse shall be subject to, and entitled had solely to the benefits of, the terms and provisions of Articles Six, Seven and Eight assets of the Trust AgreementIssuer.

Limitation of Liability of Owner Trustee and Indenture Trustee. (aA) Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by the parties hereto that (i) this Agreement Amendment is executed and delivered by Wilmington TrustWxxxx Fargo Delaware Trust Company, National AssociationN.A., not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer Issuing Entity is made and intended not as a personal representationrepresentations, undertaking or agreement undertakings and agreements by the Owner Trustee Wxxxx Fargo Delaware Trust Company, N.A., but is made and intended for the purpose of binding only the IssuerIssuing Entity, (iii) nothing herein contained shall be construed as creating any liability on the Owner TrusteeWxxxx 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) the Owner Trustee has not verified and Wxxxx Fargo Delaware Trust Company, N.A. has made no investigation as to into the accuracy or completeness of any representations or warranties made by the Issuer hereunder Issuing Entity in this Amendment, and (v) under no circumstances shall the Owner Trustee Wxxxx Fargo Delaware Trust Company, N.A. 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 Issuing Entity under this Agreement Amendment 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.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered has been countersigned by Wilmington Trust, National Association, Trust Company not individually or personally in its individual capacity but solely in its capacity as Owner TrusteeTrustee of the Issuer and in no event shall Wilmington Trust Company in its individual capacity or, except as expressly provided in the exercise Trust Agreement, as Owner Trustee of the powers and authority conferred and vested in it, (ii) each of Issuer have any liability for the representations, undertakings and warranties, covenants, agreements herein made on the part or other obligations of the Issuer is made and intended not hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as a personal representation, undertaking or agreement by the Owner Trustee but is made and intended for the purpose to all of binding only the Issuer, (iii) nothing herein contained which recourse shall be construed as creating any liability on the 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) the Owner Trustee has not verified and has made no investigation as had solely to the accuracy or completeness of any representations or warranties made by the Issuer hereunder and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses assets of the Issuer or be liable for in accordance with the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documentspriorities set forth herein. 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 Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles SixVI, Seven VII and Eight VIII of the Trust Agreement. 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. [Signature page follows.]

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by the parties hereto that (ia) this Agreement is executed and delivered by Wilmington Trust, National Association[Owner Trustee], not individually or personally but solely as Owner Trusteetrustee 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 Issuer Holding Trust is made and intended not as a personal representationrepresentations, undertaking or agreement covenants, undertakings and agreements by the [Owner Trustee Trustee] but is made and intended for the purpose of binding only the IssuerHolding Trust, (iiic) nothing herein contained shall be construed as creating any liability on the [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) the [Owner Trustee has not verified and Trustee] has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder Holding Trust or any other Person in this Agreement and (ve) under no circumstances shall the [Owner Trustee Trustee] be personally liable for the payment of any indebtedness or expenses of the Issuer 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 Issuer Holding Trust under this 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.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by the parties hereto that (ia) this Agreement is executed and delivered by Wilmington Trust, National Association[______], not individually or personally but solely as Owner TrusteeTrustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (iib) each of the representations, undertakings and agreements herein made on the part of the Issuer Trust is made and intended not as a personal representationrepresentations, undertaking or agreement undertakings and agreements by the Owner Trustee [_____] but is made and intended for the purpose of binding only the IssuerTrust, (iiic) nothing herein contained shall be construed as creating any liability on the Owner Trustee[______], 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) the Owner Trustee [______] has not verified and has made no investigation as to the accuracy or completeness of any representations or and warranties made by the Issuer hereunder Trust in this Agreement and (ve) under no circumstances shall the Owner Trustee [________] be personally liable for the payment of any indebtedness or expenses of the Issuer Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Trust under this Agreement or any other related documents. For all purposes of . (b) Notwithstanding anything to the contrary contained herein, this AgreementAgreement has been accepted by the Indenture Trustee not in its individual capacity but solely as Indenture Trustee, and in no event shall the performance of Indenture Trustee in its individual capacity have any duties liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunderTrust hereunder or in any of the certificates, the Owner Trustee notices or agreements delivered pursuant hereto, as to all of which recourse shall be subject to, and entitled had solely to the benefits of, the terms and provisions of Articles Six, Seven and Eight assets of the Trust AgreementTrust.

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by and between the parties hereto that (i) that this Agreement is executed and delivered by Wilmington Trust, National AssociationBankers Trust (Delaware), not individually or personally in its individual capacity but solely as Owner TrusteeTrustee under the Trust Agreement dated as of August 30, 2001 with Bond Securitization, L.L.C. and M&I Xxxxxxxx & Ilsley 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, undertakings and agreements made herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by the Owner Trustee are not personal representations, undertakings and agreements of Bankers Trust (Delaware), but is made and intended for the purpose of are binding only on the Issuertrust estate created pursuant to the Trust Agreement, (iii) nothing contained herein contained shall be construed as creating any liability on the Owner TrusteeBankers Trust (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) 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 Issuer hereunder and (v) under no circumstances shall the Owner Trustee Bankers Trust (Delaware) be personally liable for the payment of any indebtedness or expenses expense of the Issuer Owner Trustee or be liable for the breach or failure of any obligationobligations, representation, warranty or covenant made or undertaken by the Issuer Owner Trustee under this 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.