Common use of Limitation of Liability Clause in Contracts

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, and (d) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association, N.A. 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 TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., 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) Xxxxx Fargo Delaware Trust Company, N.A. has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and (de) under no circumstances shall Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association 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 under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (a) this document Agreement is executed and delivered by Wilmington Trust, National Associationeach of the Owner Trustee and the Grantor Trust Trustee, not individually or personally, personally but solely as Owner Trustee of the IssuerIssuing Entity and Grantor Trust Trustee of the Grantor Trust, respectively, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of each of the Issuer Issuing Entity or Grantor Trust, as applicable, is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Associationthe Owner Trustee or the Grantor Trust Trustee, but is made and intended for the purpose of binding only the IssuerIssuing Entity or Grantor Trust, as applicable, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Associationthe Owner Trustee or the Grantor Trust Trustee, individually or personally, to perform any covenant either expressed or implied contained hereinherein of the Issuing Entity or the Grantor Trust, 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, (d) each of the Owner Trustee and the Grantor Trust Trustee has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuing Entity or Grantor Trust, as applicable, in this Agreement and (de) under no circumstances shall Wilmington Trust, National Association the either of the Owner Trustee or the Grantor Trust Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer Issuing Entity or Grantor Trust, as applicable, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Issuing Entity or Grantor Trust, as applicable under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the IssuerAgreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (ai) this document Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally, personally but solely as Owner Trustee of the IssuerTitling Trust and as owner trustee of APGO, in the exercise of the powers and authority conferred and vested in it, pursuant to it under the Titling Trust Agreement and the Settlor Trust Agreement, as applicable, (bii) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer Titling Trust and APGO is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, Trust Company but is made and intended for the purpose of binding only the IssuerTitling Trust and APGO, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust 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 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 Titling Trust or APGO in this Agreement and (dv) under no circumstances shall Wilmington Trust, National Association Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer Titling Trust or APGO or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Titling Trust or APGO under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerrelated documents. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, Collateral Agent for the benefit of the Secured Parties and in no event shall it Xxxxx Fargo Bank, National Association, have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes Titling Trust or any of the other Transaction Documents APGO hereunder or in any of the certificates, notices or agreements delivered pursuant theretohereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, (d) Wilmington Trust, National Association 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 or in the Purchase Agreement and (de) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo BankCitibank, National AssociationN.A., not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, (d) Wilmington Trust, National Association 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 (de) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness indebtedness, indemnities 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (a) this document Agreement is executed and delivered by Wilmington Trust, National AssociationBNY Mellon Trust of Delaware, not individually or personally, personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to it under the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National AssociationBNY Mellon Trust of Delaware, but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationBNY Mellon Trust of Delaware, individually or personally, to perform any covenant covenant, either expressed express or implied 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 hereto, (d) BNY Mellon Trust of Delaware has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and (de) under no circumstances shall Wilmington Trust, National Association BNY Mellon Trust of Delaware 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerrelated documents. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo BankWilmington Trust, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., 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 TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., 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) Xxxxx Fargo Delaware Trust Company, N.A. 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 (de) under no circumstances shall Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association N.A. be personally liable for the payment of any indebtedness indebtedness, indemnities 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (ai) this document Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally, personally but solely as Owner Trustee of the IssuerInitial Secured Party, in the exercise of the powers and authority conferred and vested in it, pursuant to it under the Trust Agreement, (bii) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer Initial Secured Party is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, Association but is made and intended for the purpose of binding only on the IssuerInitial Secured Party, (ciii) nothing herein contained shall be construed as creating any liability on with respect to Wilmington Trust, National Association, 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 Person claiming by, through or under the parties hereto, (iv) Wilmington Trust, National Association has not verified and has made no investigation as to the accuracy or completeness of any of the representations or warranties made by the Initial Secured Party in this Agreement and (dv) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer Initial Secured Party or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Initial Secured Party under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerrelated documents. (b) Notwithstanding anything contained herein The rights, privileges, protections and indemnities afforded to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances Indenture shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled apply equally to the benefits of, the terms Securities Intermediary and provisions of Article VI of the IndentureAssignee-Secured Party hereunder.

Limitation of Liability. (a) It is expressly understood and agreed by Notwithstanding anything contained herein to the parties that (a) contrary, this document is Agreement has been executed and delivered by Wilmington Trust, National Association[ ], not individually or personally, in its individual capacity but solely as Owner Trustee of the IssuerTrustee, and in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of no event shall it have any liability for the representations, warranties, covenants, undertakings and agreements herein made on the part or other obligations of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, and (d) under no circumstances shall 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 hereunder or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. Under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations 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 executed and delivered by Xxxxx Fargo Bank, National Association[ ], not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., 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 TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., individually or personallypersonally or as Owner Trustee, 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 Person claiming by, through or under the parties hereto, (d) Xxxxx Fargo Delaware Trust Company, N.A. 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 or in the Purchase Agreement and (de) under no circumstances shall Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association 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 under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo BankWilmington Trust, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National AssociationBNY Mellon Trust of Delaware, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National AssociationBNY Mellon Trust of Delaware, 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, National AssociationBNY Mellon Trust of Delaware, 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, and (d) under no circumstances shall Wilmington Trust, National Association BNY Mellon Trust of Delaware 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (ai) this document Indenture is executed and delivered by Wilmington Trust, National Association, not individually or personally, personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (bii) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, but is made and intended for the purpose of for binding only the Issuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington 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 Person claiming by, through or under the parties hereto, hereto and (div) under no circumstances shall Wilmington Trust, National Association Trust 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 under the Notes Indenture or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerrelated documents. (b) Notwithstanding anything contained herein to the contrary, this Agreement Indenture has been executed and delivered accepted by Xxxxx Fargo U.S. Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it U.S. Bank have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents hereunder or in any of the certificates, notices or agreements delivered pursuant theretohereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that Issuer in accordance with the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenturepriorities set forth herein.

Limitation of Liability. (a) It is expressly understood Group and agreed by the parties Borrower agree, jointly and severally, that no Indemnitee shall have any liability (a) this document is executed and delivered by Wilmington Trust, National Association, not individually whether direct or personally, but solely as Owner Trustee of the Issuerindirect, in contract, tort or otherwise) to any Warnaco Entity or any equity holders or creditors of any Warnaco Entity for or in connection with the exercise of transactions contemplated hereby and in the powers and authority conferred and vested in itother Loan Documents, pursuant except to the Trust Agreementextent such liability is found in a final judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct. In no event, (b) however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages and each of Group and the representationsBorrower hereby waives, warrantiesreleases and agrees (for itself and on behalf of its Subsidiaries) not to xxx upon any such claim for any such damages, covenants, undertakings whether or not accrued and agreements herein made on the part of the Issuer is made and intended whether or not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, National Association, individually known or personally, suspected 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, and (d) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or exist in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerits favor. (b) Notwithstanding anything contained herein to the contraryIN NO EVENT SHALL ANY AGENT AFFILIATE HAVE ANY LIABILITY TO ANY LOAN PARTY, this Agreement has been executed and delivered by Xxxxx Fargo BankLENDER, National AssociationISSUER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, not in its individual capacity but solely as Indenture Trustee and Certificate Paying AgentINCLUDING DIRECT OR INDIRECT, respectivelySPECIAL, and in no event shall it have any liability for the representationsINCIDENTAL OR CONSEQUENTIAL DAMAGES, warrantiesLOSSES OR EXPENSES (WHETHER IN TORT OR CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY OR ANY AGENT AFFILIATE’S TRANSMISSION OF APPROVED ELECTRONIC COMMUNICATIONS THROUGH THE INTERNET OR ANY USE OF THE APPROVED ELECTRONIC PLATFORM, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureEXCEPT TO THE EXTENT SUCH LIABILITY OF ANY AGENT AFFILIATE IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FORM SUCH AGENT AFFILIATE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, U.S. Bank Trust National Association, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, U.S. Bank Trust National Association, Association 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, U.S. Bank 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, and (d) under no circumstances shall Wilmington Trust, U.S. Bank 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (ai) this document Agreement is executed and delivered by Wilmington Trust, National Association, Trust Company not individually or personally, personally but solely as Owner Trustee under the Second Amended and Restated Trust Agreement, dated as of September 23, 2016 (the Issuer“Trust Agreement”), between the Transferor and Wilmington Trust Company, and in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (bii) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representationsrepresentation, warranties, covenants undertakings and agreements undertaking or agreement by Wilmington Trust, National Association, Trust Company but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall will be construed as creating any liability on the Wilmington Trust, National Association, Trust Company individually or personally, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto to this Agreement and by any person claiming by, through or under the parties hereto, them and (div) under no circumstances shall will Wilmington Trust, National Association 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerrelated documents. (b) Notwithstanding anything contained herein to the contraryNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN ANY OTHER DOCUMENT OR AGREEMENT RELATING TO THE CLASS A NOTES, this Agreement has been executed and delivered by Xxxxx Fargo BankIN NO EVENT SHALL FNBO OR THE TRANSFEROR BE LIABLE TO THE INDENTURE TRUSTEE, National AssociationTHE ISSUER, not in its individual capacity but solely as Indenture Trustee and Certificate Paying AgentTHE OWNER TRUSTEE, respectivelyANY APPLICABLE INVESTOR OR ANY OTHER NOTEHOLDER, and in no event shall it have any liability for the representationsOR RESPONSIBLE FOR, warrantiesLOSSES IN RESPECT OF THE CLASS A NOTES OR ANY INTEREST THEREIN, covenantsINCLUDING, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificatesWITHOUT LIMITATION ANY LOSS OF VALUE OF ANY CLASS A NOTE OR ANY INTEREST THEREIN, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureDUE TO THE FAILURE OF THE RETAINED INTEREST AND COMPLIANCE BY FNBO AND THE TRANSFEROR WITH THE TERMS OF THIS AGREEMENT TO SATISFY THE EU RISK RETENTION RULES OR OTHER SIMILAR OR EQUIVALENT PROVISIONS NOW OR HEREAFTER IN EFFECT.

Limitation of Liability. (a) It is expressly understood Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Partnership or the Limited Partners or any other Persons who have acquired interests in Partnership Interests for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee in connection with the conduct of the business or affairs of the Partnership unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal. Except as required by the Act, the Partnership’s debts, obligations, and liabilities, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Partnership, and no Indemnitee shall be personally responsible for any such debt, obligation or liability of the Partnership solely by reason of being an Indemnitee. No Partner shall be responsible for any debts, obligations or liabilities, whether arising in contract, tort or otherwise, of any other Partner. The provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of any Indemnitee otherwise existing at law or in equity, are agreed by the parties that (a) this document is executed Partners to replace such duties and delivered liabilities of such Indemnitee. To the fullest extent permitted by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuerlaw, in the exercise of the powers and authority conferred and vested in itconnection with any action or inaction of, pursuant or determination made by, any Indemnitee with respect to any matter relating to the Trust Partnership, it shall be presumed that the Indemnitee acted in a manner that satisfied the contractual standards set forth in this Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating in any liability on Wilmington 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 proceeding brought by any person claiming Partner or by or on behalf of such Partner or any other Partner or the Partnership challenging any such action or inaction of, or determination made by, through any Indemnitee, the Person bringing or under prosecuting such proceeding shall have the parties hereto, and (d) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment burden 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerovercoming such presumption. (b) Notwithstanding anything contained herein Any Indemnitee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the contraryproper party or parties. (c) No amendment, modification or repeal of this Agreement has been executed and delivered by Xxxxx Fargo BankSection 6.2 or any provision hereof shall in any manner terminate, National Associationreduce or impair the waiver or limitation on liability with respect to any past, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, present or future Indemnitee under and in no event shall it have any liability for accordance with the representationsprovisions of this Section 6.2 as in effect immediately prior to such amendment, warrantiesmodification or repeal with respect to claims arising from or relating to matters occurring, covenantsin whole or-in part, agreements prior to such amendment, modification or other obligations repeal, regardless of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer when such claims may arise or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indentureasserted.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the IssuerIssuer and Grantor Trust Trustee of the Grantor Trust, as applicable, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer and the Grantor Trust, as applicable, is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, but is made and intended for the purpose of binding only the IssuerIssuer and the Grantor Trust, as applicable, (c) nothing herein contained shall be construed as creating any liability on Wilmington 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, (d) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer or the Grantor Trust, as applicable, or any other Person in this Agreement and (de) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Issuer or the Grantor Trust, as applicable, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer or the Grantor Trust, as applicable, under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the IssuerIssuer and as Grantor Trust Trustee of the Grantor Trust, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement and the Grantor Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer or the Grantor Trust is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, Association but is made and intended for the purpose of binding only the IssuerIssuer or the Grantor Trust, as applicable, (c) nothing herein contained shall be construed as creating any liability on Wilmington 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, (d) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer or the Grantor Trust, as applicable, in this Agreement and (de) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or the Grantor Trust, as applicable, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer or the Grantor Trust, as applicable, under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to Issuer or the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant theretoGrantor Trust, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indentureapplicable.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association, N.A. 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 TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., 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) Xxxxx Fargo Delaware Trust Company, N.A. has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer or any other Person in this Agreement and (de) under no circumstances shall Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association 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, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Issuer under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (a) this document Agreement is executed acknowledged and delivered accepted by Wilmington TrustFirst Union Trust Company, National AssociationAssociation ("First Union"), not individually or personally, personally but solely as Owner Delaware Trustee on behalf of the Note Issuer, and by Xxxxxx Trust and Savings Bank ("Xxxxxx"), not individually or personally but solely as Indenture Trustee on behalf of the Holders, in each case in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made by the Delaware Trustee on the part behalf of the Issuer is Note Issuer, and by the Indenture Trustee on behalf of the Holders, are made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington TrustFirst Union and Xxxxxx, National Associationrespectively, but is are made and intended for the purpose of binding only the IssuerNote Issuer and the Holders, respectively, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationFirst Union or Xxxxxx, individually or personally, to perform any covenant either expressed or implied contained herein, except in their respective capacities as Delaware Trustee and Indenture Trustee, all such liability, if any, being expressly waived by the parties hereto who are signatories to this Agreement and by any person Person claiming by, through or under the such parties hereto, and (d) under no circumstances shall Wilmington TrustFirst Union or Xxxxxx, National Association be personally liable for the payment of any indebtedness or expenses of the Note Issuer or the Holders, respectively, or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement Delaware Trustee or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying AgentTrustee, respectively, and in no event under this Agreement; PROVIDED, HOWEVER, that this provision shall it have not protect First Union or Xxxxxx against any liability for the representationsthat would otherwise be imposed by reason of willful misconduct, warranties, covenants, agreements bad faith or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, gross negligence in the performance of its their respective duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indentureunder this Agreement.

Limitation of Liability. (a) It is expressly understood and agreed by In the parties that (a) this document is executed and delivered by Wilmington Trustabsence of gross negligence or willful or illegal misconduct on its part, National Association, the Warrant Agent shall not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, and (d) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach any action taken, suffered, or failure omitted by it or for any error of any obligation, representation, warranty or covenant judgment made or undertaken by the Issuer under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties under this Warrant Agreement. Anything in this Warrant Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable for special, indirect, incidental, consequential or obligations punitive losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the possibility of such losses or damages and regardless of the form of action. Any liability of the Warrant Agent will be limited in the aggregate to the amount of fees paid by the Company hereunder. The Warrant Agent shall not be liable for any failures, delays or losses, arising directly or indirectly out of conditions beyond its reasonable control including, but not limited to, acts of government, exchange or market ruling, suspension of trading, work stoppages or labor disputes, fires, civil disobedience, riots, rebellions, storms, electrical or mechanical failure, computer hardware or software failure, communications facilities failures including telephone failure, war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences. If any question or dispute arises with respect to the proper interpretation of the Warrants or the Warrant Agent’s duties under this Warrant Agreement or the rights of the Company or of any Holder, the Indenture Trustee Warrant Agent shall not be required to act and shall not be held liable or responsible for its refusal to act until the question or dispute has been judicially settled (and, if appropriate, it may file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all persons interested in the matter which is no longer subject toto review or appeal, or settled by a written document in form and entitled substance satisfactory to Warrant Agent and executed by the benefits ofCompany and each such Holder. In addition, the terms Warrant Agent may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the Holders and provisions of Article VI of all other persons that may have an interest in the Indenturesettlement.

Limitation of Liability. (a) It is expressly understood and agreed by Notwithstanding anything contained herein to the parties that contrary, (a) this document is Agreement has been executed and delivered by Wilmington Trust, National AssociationDeutsche Bank Trust Company Delaware, not individually or personally, in its individual capacity but solely as Owner Trustee of the IssuerTrustee, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warrantiescovenants, covenants undertakings and agreements by Wilmington Trust, National Association, Deutsche Bank Trust Company Delaware but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationDeutsche Bank Trust Company Delaware, 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 Person claiming by, through or under the parties hereto, (d) Deutsche Bank Trust Company Delaware has not verified or made any investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and (de) under no circumstances shall Wilmington Trust, National Association Deutsche Bank Trust Company Delaware 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, representationduty (including fiduciary duty, warranty or covenant made or undertaken by the Issuer under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (bif any) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles VI, VII and VIII of the IndentureTrust Agreement.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the IssuerIssuer and Grantor Trust Trustee of the Grantor Trust, as applicable, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer and the Grantor Trust, as applicable, is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, but is made and intended for the purpose of binding only the IssuerIssuer and the Grantor Trust, as applicable, (c) nothing herein contained shall be construed as creating any liability on Wilmington 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, (d) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer or the Grantor Trust, as applicable, or any other Person in this Agreement and (de) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Issuer or the Grantor Trust, as applicable, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer or the Grantor Trust, as applicable, under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., 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 TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., individually or personallypersonally or as Owner Trustee, 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) Xxxxx Fargo Delaware Trust Company, N.A. 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 or in the Purchase Agreement and (de) under no circumstances shall Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association 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 under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo BankWilmington Trust, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (a) this document Agreement is executed and delivered by Wilmington Trust, National AssociationThe Bank of New York Mellon (“BNYM”), not individually or personally, personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Owner Trustee and the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, BNYM 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, National AssociationBNYM, individually or personally, to perform any covenant either expressed or implied contained hereinherein of the Owner Trustee or 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, (d) BNYM has made no investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Issuer in this Agreement and (de) under no circumstances shall Wilmington Trust, National Association BNYM be personally liable for the payment of any indebtedness or expenses of the Owner Trustee or the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Owner Trustee or the Issuer under this Agreement or under any other related documents. For the Notes purposes of this Agreement, in the performance of its duties or any obligations 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 other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the IssuerTrust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo BankWilmington Trust, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., 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 TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., individually or personallypersonally or as Owner Trustee, 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 Person claiming by, through or under the parties hereto, (d) Xxxxx Fargo Delaware Trust Company, N.A. 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 or in the Purchase Agreement and (de) under no circumstances shall Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association 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 under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, and (d) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (bi) Notwithstanding anything contained herein to the contrary, this Agreement Amendment has been executed and delivered countersigned by Xxxxx Fargo BankDelaware Trust Company, National Association, N.A. not in its individual capacity capacity, but solely in its capacity as Indenture Owner Trustee and Certificate Paying Agent, respectively, of the Issuing Entity and in no event shall it Xxxxx Fargo Delaware Trust Company, N.A. in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant theretohereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction DocumentsIssuing Entity. For the all purposes of this AgreementAmendment, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles VI, VII and VIII of the IndentureTrust Agreement. (ii) Notwithstanding anything contained herein to the contrary, this Amendment has been accepted by U.S. Bank Trust Company, National Association not in its individual capacity, but solely as Successor Indenture Trustee and U.S. Bank National Association not in its individual capacity, but solely as Existing Indenture Trustee and as Account Bank and in no event shall U.S. Bank Trust Company, National Association or 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. ​

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document Agreement is executed and delivered by Wilmington TrustCitibank, National AssociationN.A., not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington TrustCitibank, National AssociationN.A., 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 TrustCitibank, National AssociationN.A., 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) Citibank, N.A. 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 or in the Purchase Agreement and (de) under no circumstances shall Wilmington TrustCitibank, National Association 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 under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo BankWilmington Trust, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., 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 TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., 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) Xxxxx Fargo Delaware Trust Company, N.A. 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 (de) under no circumstances shall Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association N.A. be personally liable for the payment of any indebtedness indebtedness, indemnities 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the IssuerIssuer and as Grantor Trust Trustee of the Grantor Trust, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement and the Grantor Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer or the Grantor Trust is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, Association but is made and intended for the purpose of binding only the IssuerIssuer or the Grantor Trust, as applicable, (c) nothing herein contained shall be construed as creating any liability on Wilmington 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, (d) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer or the Grantor Trust, as applicable, in this Agreement and (de) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or the Grantor Trust, as applicable, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer or the Grantor Trust, as applicable, under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to Issuer or the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant theretoGrantor Trust, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indentureapplicable.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, U.S. Bank Trust National Association, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, U.S. Bank Trust National Association, Association 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, U.S. Bank 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, and (d) under no circumstances shall Wilmington Trust, U.S. Bank 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee In consideration of the Issuerbenefits accruing hereunder, Tenant and all successors and assigns covenant and agree that, in the exercise event of any actual or alleged failure, breach or default hereunder by Landlord: (i) the sole and exclusive remedy shall be against Landlord and Landlord’s assets; (ii) no partner of Landlord shall be sued or named as a party in any suit or action (except as may be necessary to secure jurisdiction of the powers Partnership); (iii) no service of process shall be made against any partner of Landlord (except as may be necessary to secure jurisdiction of the Partnership); (iv) no partner of Landlord shall be required to answer or otherwise plead to any service of process; (v) no judgment shall be taken against any partner of Landlord; (vi) any judgment taken against any partner of Landlord may be vacated and authority conferred set aside at any time without hearing; (vii) no writ of execution will ever be levied against the assets of any partner of Landlord; (viii) these covenants and vested agreements are enforceable both by Landlord and also by any partner of Landlord; (ix) the term, “Landlord”, as used in itthis Paragraph 39, pursuant shall mean only the owner or owners from time to time of the fee title or the tenant’s interest under a ground lease of the land described in Exhibit “B” and in the event of any transfer or such title or interest, Landlord herein named (and in case of any subsequent transfers the then grantor) shall be relieved from and after the date of such transfer of all liability as respects Landlord’s obligations thereafter to be performed, provided that any funds in the hands of Landlord or the then grantor at the time of such transfer, in which Tenant has an interest, shall be delivered to the Trust Agreementgrantee. Similarly, (b) the obligations contained in this Lease to be performed by Landlord shall be binding on Landlord’s successors and assigns only during their respective periods of ownership. Tenant agrees that each of the representations, warranties, covenants, undertakings foregoing covenants and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, National Association, individually or personally, applicable to perform any covenant or agreement either expressed expressly contained in this Lease or implied contained herein, all such liability, if any, being expressly waived imposed by the parties hereto and by any person claiming by, through statute or under the parties hereto, and (d) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerat common law. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by Notwithstanding anything contained herein to the parties that (a) contrary, this document is Agreement has been executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally, in its individual capacity but solely as Owner Trustee of the IssuerTrustee, and in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of no event shall it have any liability for the representations, warranties, covenants, undertakings and agreements herein made on the part or other obligations of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, and (d) under no circumstances shall 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 hereunder or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. Under no circumstances shall the Owner Trust be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, 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 executed and delivered by Xxxxx Fargo JPMorgan Chase Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by In the parties that (a) this document is executed and delivered by Wilmington Trustabsence of negligence or intentional misconduct on its part, National Association, Continental shall not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, and (d) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach any action taken, suffered, or failure omitted by it or for any error of any obligation, representation, warranty or covenant judgment made or undertaken by the Issuer under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties under this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall Continental be liable for special, indirect, incidental, or obligations consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Continental has been advised of the likelihood of such damages and regardless of the form of action. Notwithstanding anything to contrary herein, any liability of Continental with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to two times the amount of fees paid by the Company hereunder. Notwithstanding anything to the contrary herein, any liability of the Company with respect to, arising from, or arising in connection with this Agreement will be limited to two times the amount of fees paid by the Company hereunder. (b) In the event any question or dispute arises with respect to the proper interpretation of this Agreement or Continental’s duties hereunder or the rights of the Company or of any Record Holders surrendering certificates for shares of Common Stock pursuant to the Rights Offering, Continental shall not be required to act and shall not be held liable or responsible for refusing to act until the question or dispute has been judicially settled (and Continental may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all Record Holders and parties interested in the matter which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to Continental and executed by the Company and each such Record Holder and party. In addition, Continental may require for such purpose, but shall not be obligated to require, the Indenture Trustee shall be subject to, execution of such written settlement by all the Record Holders and entitled to all other parties that may have an interest in the benefits of, the terms and provisions of Article VI of the Indenturesettlement.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto other than The Bank of New York (the “Bank”) that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee the sole recourse of the Issuer, parties hereto other than the Bank in the exercise respect of the powers obligations of the trust hereunder and authority conferred under the other documents contemplated hereby and vested in it, pursuant related hereto to which it is a party shall be to the Trust Agreementparties hereto other than the Bank. In addition, the Bank is entering into this Indenture and the other documents contemplated hereby and related hereto to which it is a party solely in its capacity as Trustee under this Indenture and not in its individual capacity (bexcept as expressly stated herein) each and in no case shall the Bank (or any Person acting as successor trustee under this Indenture) be personally liable for or on account of any of the representationsstatements, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, but is made and intended for or obligations stated to be those of the purpose of binding only Company or the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually Guarantors hereunder or personally, to perform any covenant either expressed or implied contained hereinthereunder, all such liability, if any, being expressly waived by the parties hereto and by any person Person claiming by, through or under such party, provided, however, that the parties hereto, and Bank (dor any such successor trustee) under no circumstances shall Wilmington Trust, National Association be personally liable hereunder and thereunder for its own negligence or willful misconduct or for its material breach of its covenants, representations and warranties contained herein or therein, to the payment of any indebtedness extent expressly covenanted or expenses of made in its individual capacity. In no event shall the Issuer or be liable for the breach or failure of any obligationTrustee, representationin its capacity as Paying Agent, warranty or covenant made or undertaken by the Issuer under this Agreement or under the Notes or any of the other Transaction Documents Note Registrar or in any other capacity hereunder, be liable under or in connection with this Indenture for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets possibility thereof and regardless of the Issuer. (b) Notwithstanding anything contained herein to form of action in which such damages are sought. The provisions of this Section shall survive the contrary, termination of this Agreement has been executed Indenture and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements resignation or other obligations removal of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureTrustee.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (ai) this document Agreement is executed and delivered by Wilmington Trust, National Association, Trust Company not individually or personally, personally but solely as Owner Trustee under the Second Amended and Restated Trust Agreement, dated as of September 23, 2016 (the Issuer“Trust Agreement”), between the Transferor and Wilmington Trust Company, and in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (bii) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representationsrepresentation, warranties, covenants undertakings and agreements undertaking or agreement by Wilmington Trust, National Association, Trust Company but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall will be construed as creating any liability on the Wilmington Trust, National Association, Trust Company individually or personally, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto to this Agreement and by any person claiming by, through or under them, (iv) Wilmington Trust Company has not verified and has conducted no investigation as to the parties heretoaccuracy or completeness of any representation, warranty or covenant of the Issuer and (dv) under no circumstances shall will Wilmington Trust, National Association 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerrelated documents. (b) Notwithstanding anything contained herein to the contraryNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN ANY OTHER DOCUMENT OR AGREEMENT RELATING TO THE CLASS A NOTES, this Agreement has been executed and delivered by Xxxxx Fargo BankIN NO EVENT SHALL FNBO OR THE TRANSFEROR BE LIABLE TO THE INDENTURE TRUSTEE, National AssociationTHE ISSUER, not in its individual capacity but solely as Indenture Trustee and Certificate Paying AgentTHE OWNER TRUSTEE, respectivelyANY APPLICABLE INVESTOR OR ANY OTHER NOTEHOLDER, and in no event shall it have any liability for the representationsOR RESPONSIBLE FOR, warrantiesLOSSES IN RESPECT OF THE CLASS A NOTES OR ANY INTEREST THEREIN, covenantsINCLUDING, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificatesWITHOUT LIMITATION ANY LOSS OF VALUE OF ANY CLASS A NOTE OR ANY INTEREST THEREIN, notices or agreements delivered pursuant theretoDUE TO THE FAILURE OF THE RETAINED INTEREST AND COMPLIANCE BY FNBO AND THE TRANSFEROR WITH THE TERMS OF THIS AGREEMENT TO SATISFY THE EU DUE DILIGENCE AND RISK RETENTION RULES, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureTHE UK DUE DILGIENCE AND RISK RETENTION RULES OR OTHER SIMILAR OR EQUIVALENT PROVISIONS NOW OR HEREAFTER IN EFFECT.

Limitation of Liability. (a) It is expressly understood and agreed by Notwithstanding anything contained herein to the parties that (a) contrary, this document is Agreement has been executed and delivered by Wilmington Trust, National Association[ ], not individually or personally, in its individual capacity but solely as Owner Trustee of the IssuerTrustee, and in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of no event shall it have any liability for the representations, warranties, covenants, undertakings and agreements herein made on the part or other obligations of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, and (d) under no circumstances shall 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 hereunder or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. Under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations 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 executed and delivered by Xxxxx Fargo Bank, National Association[ ], not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, and (d) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (a) this document Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally, personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to it under the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, 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 Person claiming by, through or under the parties hereto, and (d) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerrelated documents. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (a) this document Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally, personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to it under the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, 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 Person claiming by, through or under the parties hereto, hereto and (d) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerrelated documents. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, (d) Wilmington Trust, National Association 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 or in the Purchase Agreement and (de) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo BankCitibank, National AssociationN.A., not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by Notwithstanding anything contained herein to the parties that (a) contrary, this document is executed and delivered Agreement 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 Trustee of the IssuerIssuer and in no event shall Wilmington Trust Company in its individual capacity or, except as expressly provided in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of as Owner Trustee have any liability for the representations, warranties, covenants, undertakings and agreements herein made on the part or other obligations of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, and (d) under no circumstances shall 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 under the Notes or any of the other Transaction Documents hereunder or in any of the certificates, notices or agreements delivered pursuant theretohereto, 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 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 V, VI and VII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Wxxxx Fargo Bank, National Association, not in its individual capacity but solely in its capacities as Indenture Collateral Agent, Trustee and Certificate Paying Agent, respectively, Trust Collateral Agent and in no event shall it Wxxxx Fargo Bank, National Association, have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents hereunder or in any of the certificates, notices or agreements delivered pursuant theretohereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, (d) Wilmington Trust, National Association 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 or in the Purchase Agreement and (de) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.for

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., 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 TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., individually or personallypersonally or as Owner Trustee, 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) Xxxxx Fargo Delaware Trust Company, N.A. 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 or in the Purchase Agreement and (de) under no circumstances shall Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association 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, duty (inlcuding fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Issuer under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo BankWilmington Trust, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.. 37 Sale and Servicing Agreement (DRIVE 2021-2)

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (ai) this document Agreement is executed and delivered by Wilmington Trust, National Association, Trust Company not individually or personally, personally but solely as Owner Trustee under the Amended and Restated Trust Agreement, dated as of December 22, 2015 (the Issuer“Trust Agreement”), between Discover Funding LLC and Wilmington Trust Company, and in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (bii) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representationsrepresentation, warranties, covenants undertakings and agreements undertaking or agreement by Wilmington Trust, National Association, Trust Company but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall will be construed as creating any liability on the Wilmington Trust, National Association, Trust Company individually or personally, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto to this Agreement and by any person claiming by, through or under the parties hereto, them and (div) under no circumstances shall will Wilmington Trust, National Association 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerrelated documents. (b) Notwithstanding anything to the contrary contained herein or in any other document or agreement relating to the contraryClass A(2018-6) Notes, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have Discover Bank or Discover Funding be liable to the Indenture Trustee, the Issuer, the Owner Trustee, any liability for the representationsApplicable Investor or any other Noteholder, warrantiesor responsible for, covenants, agreements or other obligations losses in respect of the Issuer under the Class A(2018-6) Notes or any interest therein, including, without limitation any loss of value of any Class A(2018-6) Note or any interest therein, due to the failure of the other Transaction Documents or in any of Retained Interest and compliance by Discover Bank and Discover Funding with the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes terms of this Agreement, Agreement to satisfy the EU Retention Rules or other similar or equivalent provisions now or hereafter in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indentureeffect.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association, N.A. 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 TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., 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) Xxxxx Fargo Delaware Trust Company, N.A. has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and (de) under no circumstances shall Wilmington TrustXxxxx Fargo Delaware Trust 10 Administration Agreement (DRIVE 2018-1) Company, National Association 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 under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by Notwithstanding anything contained herein to the parties that (a) contrary, this document is Agreement has been executed and delivered by Wilmington Trust, National Association[●] ("[●]"), not individually or personally, in its individual capacity but solely as Owner Trustee of the IssuerIssuer and as Grantor Trust Trustee of the Grantor Trust, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Owner Trustee and Issuer and Grantor Trust Trustee and Grantor Trust is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, [●] but is made and intended for the purpose of binding only the IssuerIssuer and Grantor Trust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association[●], individually or personally, to perform any covenant either expressed or implied contained hereinherein of the Owner Trustee, Issuer, Grantor Trust Trustee or Grantor Trust, 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, (d) [●] has made no investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee, Issuer, Grantor Trust Trustee or Grantor Trust in this Agreement and (de) under no circumstances shall Wilmington Trust, National Association [●] be personally liable for the payment of any indebtedness or expenses of the Issuer Owner Trustee, Issuer, Grantor Trust Trustee or Grantor Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Owner Trustee, Issuer, Grantor Trust Trustee or Grantor Trust under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documentsrelated documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, each of the Indenture Owner Trustee and the Grantor Trust Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article Articles VI and VII of each of the Indenture.Trust Agreement and the Grantor Trust Agreement, as applicable. This Agreement has been executed and delivered by [●], not in its individual capacity but solely as Indenture Trustee, and the Indenture Trustee shall have all of the rights, protections and immunities as it has under the Indenture.‌

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (ai) this document Agreement is executed and delivered by Wilmington Trust, National Association, Trust Company not individually or personally, personally but solely as Owner Trustee under the Amended and Restated Trust Agreement, dated as of December 22, 2015 (the Issuer“Trust Agreement”), between Discover Funding LLC and Wilmington Trust Company, and in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (bii) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representationsrepresentation, warranties, covenants undertakings and agreements undertaking or agreement by Wilmington Trust, National Association, Trust Company but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall will be construed as creating any liability on the Wilmington Trust, National Association, Trust Company individually or personally, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto to this Agreement and by any person claiming by, through or under the parties hereto, them and (div) under no circumstances shall will Wilmington Trust, National Association 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerrelated documents. (b) Notwithstanding anything to the contrary contained herein or in any other document or agreement relating to the contraryClass A(2021-2) Notes, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have Discover Bank or Discover Funding be liable to the Indenture Trustee, the Issuer, the Owner Trustee, any liability for the representationsApplicable Investor or any other Noteholder, warrantiesor responsible for, covenants, agreements or other obligations losses in respect of the Issuer under the Class A(2021-2) Notes or any interest therein, including, without limitation any loss of value of any Class A(2021-2) Note or any interest therein, due to the failure of the other Transaction Documents or in Retained Interest and compliance by Discover Bank and Discover Funding with the terms of this Agreement to satisfy any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee EU Securitization Regulation Rules or the Certificate Paying Agent be personally liable for the payment of UK Securitization Regulation Rules or any indebtedness other similar or expense of the Issuer equivalent provisions now or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, hereafter in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indentureeffect.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, U.S. Bank Trust National Association, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, U.S. Bank Trust National Association, Association but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, U.S. Bank 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, and (d) under no circumstances shall Wilmington Trust, U.S. Bank 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerrelated documents. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (ai) this document Agreement is executed and delivered by Wilmington Trust, National Association, Trust Company not individually or personally, personally but solely as Owner Trustee under the Amended and Restated Trust Agreement, dated as of December 22, 2015 (the Issuer“Trust Agreement”), between Discover Funding LLC and Wilmington Trust Company, and in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (bii) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representationsrepresentation, warranties, covenants undertakings and agreements undertaking or agreement by Wilmington Trust, National Association, Trust Company but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall will be construed as creating any liability on the Wilmington Trust, National Association, Trust Company individually or personally, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto to this Agreement and by any person claiming by, through or under the parties hereto, them and (div) under no circumstances shall will Wilmington Trust, National Association 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerrelated documents. (b) Notwithstanding anything to the contrary contained herein or in any other document or agreement relating to the contraryClass A(2017-5) Notes, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have Discover Bank or Discover Funding be liable to the Indenture Trustee, the Issuer, the Owner Trustee, any liability for the representationsApplicable Investor or any other Noteholder, warrantiesor responsible for, covenants, agreements or other obligations losses in respect of the Issuer under the Class A(2017-5) Notes or any interest therein, including, without limitation any loss of value of any Class A(2017-5) Note or any interest therein, due to the failure of the other Transaction Documents or in any of Retained Interest and compliance by Discover Bank and Discover Funding with the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes terms of this Agreement, Agreement to satisfy the EU Retention Rules or other similar or equivalent provisions now or hereafter in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indentureeffect.

Limitation of Liability. (a) It is expressly understood and agreed by Notwithstanding anything contained herein to the parties that (a) contrary, this document is Agreement has been executed and delivered by Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association, not individually or personally, in its individual capacity but solely as Owner Trustee of the IssuerTrustee, and in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of no event shall it have any liability for the representations, warranties, covenants, undertakings and agreements herein made on the part or other obligations of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, and (d) under no circumstances shall 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 hereunder or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. Under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations 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 executed and delivered by Xxxxx Fargo Bank, U.S. Bank National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureIndenture provided, that the obligations under Section 6.1(a) of the Indenture shall only be applicable to the performance of the Indenture Trustee’s duties and obligations under the Indenture and shall not be applicable to the Indenture Trustee’s performance hereunder.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (ai) this document Agreement is executed and delivered by Wilmington Trust, National Association, Trust Company not individually or personally, personally but solely as Owner Trustee under the Amended and Restated Trust Agreement, dated as of December 22, 2015 (the Issuer“Trust Agreement”), between Discover Funding LLC and Wilmington Trust Company, and in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (bii) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representationsrepresentation, warranties, covenants undertakings and agreements undertaking or agreement by Wilmington Trust, National Association, Trust Company but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall will be construed as creating any liability on the Wilmington Trust, National Association, Trust Company individually or personally, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto to this Agreement and by any person claiming by, through or under the parties hereto, them and (div) under no circumstances shall will Wilmington Trust, National Association 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerrelated documents. (b) Notwithstanding anything to the contrary contained herein or in any other document or agreement relating to the contraryClass A(2018-5) Notes, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have Discover Bank or Discover Funding be liable to the Indenture Trustee, the Issuer, the Owner Trustee, any liability for the representationsApplicable Investor or any other Noteholder, warrantiesor responsible for, covenants, agreements or other obligations losses in respect of the Issuer under the Class A(2018-5) Notes or any interest therein, including, without limitation any loss of value of any Class A(2018-5) Note or any interest therein, due to the failure of the other Transaction Documents or in any of Retained Interest and compliance by Discover Bank and Discover Funding with the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes terms of this Agreement, Agreement to satisfy the EU Retention Rules or other similar or equivalent provisions now or hereafter in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indentureeffect.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, and (d) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, (d) Wilmington Trust, National Association 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 or in the Purchase Agreement and (de) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer.. 37 Sale and Servicing Agreement (SDART 2023-3) (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo BankCitibank, National AssociationN.A., not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, and (d) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. . 16 Asset Representations Review Agreement (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.DRIVE 2018-2)

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, and (d) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.individual

Limitation of Liability. None of the Sub-Adviser, its affiliates or any of their respective directors, officers or employees shall be liable for any act or omission (aincluding any error of investment judgment or mistake of law) It is expressly understood and agreed or for any losses, liabilities, taxes, damages, penalties, judgments, legal expenses, court costs, fines, amounts paid or to be paid in settlement or otherwise, or expenses (collectively, “Losses”) suffered by the parties that (a) this document is executed and delivered by Wilmington TrustAdviser, National Associationthe Fund, not individually or personally, but solely as Owner Trustee of the Issuer, any shareholder in the exercise of the powers and authority conferred and vested Company, or any other person in itconnection with any matter to which this Agreement relates; provided, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, but is made and intended for the purpose of binding only the Issuer, (c) that nothing herein contained shall be construed as creating to protect the Sub-Adviser against any liability on Wilmington Trustto the Fund, National Associationthe Company or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s trade errors and compliance breaches, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived the correction of which shall be governed by the parties hereto Sub-Adviser’s relevant policies and the Fund’s Sub-Adviser Manual; (ii) the Sub-Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Sub-Adviser’s duties under this Agreement, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, (iii) any person claiming byuntrue statement of a material fact that (A) is contained in the Registration Statement, through Prospectus, Statement of Additional Information, proxy materials, reports, advertisements, or under sales literature relating to the parties heretoCompany or the Fund (collectively, “Covered Materials”), (B) pertains to the Sub-Adviser or the Strategy, and (dC) under no circumstances shall 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 was provided by the Issuer under this Agreement Sub-Adviser for use in the applicable Covered Materials and was reproduced faithfully by the Adviser or under other party responsible for such Covered Materials, or (iv) the Notes Sub-Adviser’s failure to provide for inclusion in Covered Materials a material fact that (A) pertains to the Sub-Adviser or the Strategy and (B) was known to the Sub-Adviser to be required to be stated therein or to be necessary to make the statements therein not materially misleading (the acts or omissions set forth in the preceding clauses (i) through (iv), the Sub-Adviser’s “Disabling Conduct”). In no event will the Sub-Adviser, its affiliates or any of the other Transaction Documents their respective directors, officers or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it employees have any liability for the representations, warranties, covenants, agreements Losses resulting from (i) errors or other obligations breaches that are outside of the Issuer under the Notes or any direct control of the other Transaction Documents Sub-Adviser and (ii) any actions or omissions to act in reliance upon any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken instructions issued by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureAdviser.

Limitation of Liability. (a) It is expressly understood and agreed by Notwithstanding anything contained herein to the parties that contrary, (a) this document is Agreement has been executed and delivered by Wilmington Trust, National AssociationDeutsche Bank Trust Company Delaware, not individually or personally, in its individual capacity but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Owner Trustee and the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, Deutsche Bank Trust Company Delaware 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, National AssociationDeutsche Bank Trust Company Delaware, individually or personally, to perform any covenant either expressed or implied contained hereinherein of the Owner Trustee or 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, (d) Deutsche Bank Trust Company Delaware has made no investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Issuer in this Agreement and (de) under no circumstances shall Wilmington Trust, National Association Deutsche Bank Trust Company be personally liable for the payment of any indebtedness or expenses of the Owner Trustee or the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Owner Trustee or the Issuer under this Agreement or under any other related documents. For the Notes purposes of this Agreement, in the performance of its duties or any obligations 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 other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the IssuerTrust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National AssociationCitibank N.A., not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by 11.2.1 Notwithstanding anything to the parties that (a) contrary contained in this document is Agreement or any documents executed and delivered by Wilmington Trustin connection herewith, National Association, not individually or personally, but solely as Owner Trustee if the Closing of the Issuertransaction contemplated hereunder shall have occurred, (i) the aggregate liability of Seller, excluding Seller’s liability for the representations and indemnity of Seller set forth in Section 11.1 and the exercise of the powers and authority conferred and vested prorations provided for in itSection 5.4, arising pursuant to the Trust Agreement, (b) each of or in connection with the representations, warranties, covenantsindemnifications, undertakings covenants or other obligations (whether express or implied) of Seller under this Agreement or any document or certificate executed or delivered in connection herewith shall not exceed One Million Eight Hundred Thousand Dollars ($1,800,000) (the “Liability Ceiling”), and agreements herein made on (ii) in no event shall Seller have any liability to Purchaser unless and until the part aggregate liability of Seller arising pursuant to or in connection with the Issuer is made and intended not as personal representations, warranties, indemnifications, covenants undertakings and agreements by Wilmington Trustor other obligations (whether express or implied) of Seller under this Agreement or any document or certificate executed or delivered in connection herewith shall exceed One Hundred Thousand Dollars ($100,000) (the “Liability Floor”). If Seller’s aggregate liability to Purchaser shall exceed the Liability Floor, National Association, but is made and intended Seller shall be liable for the purpose entire amount thereof up to but not exceeding the Liability Ceiling. 11.2.2 No shareholder or agent of binding only Seller, nor any Seller Related Parties, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the Issuerprovisions of this Agreement, (c) nothing herein contained shall be construed as creating or any liability on Wilmington Trustamendment or amendments to any of the foregoing made at any time or times, National Associationheretofore or hereafter, individually or personallyand Purchaser and its successors and assigns and, to perform any covenant either expressed or implied contained hereinwithout limitation, all such liabilityother persons and entities, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (d) under no circumstances shall Wilmington Trust, National Association be personally liable look solely to Seller’s assets for the payment of any indebtedness claim or expenses for any performance, and Purchaser, on behalf of the Issuer or be liable for the breach or failure of itself and its successors and assigns, hereby waives any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to and all of which recourse shall be had solely to the assets of the Issuersuch personal liability. (b) Notwithstanding anything contained herein to 11.2.3 The provisions of this Section 11.2 shall survive the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements Closing or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes termination of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by Notwithstanding anything contained herein to the parties that (a) contrary, this document is executed and delivered Agreement 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 Trustee of the IssuerIssuer and in no event shall Wilmington Trust Company in its individual capacity or, except as expressly provided in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of as Owner Trustee have any liability for the representations, warranties, covenants, undertakings and agreements herein made on the part or other obligations of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, and (d) under no circumstances shall 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 under the Notes or any of the other Transaction Documents hereunder or in any of the certificates, notices or agreements delivered pursuant theretohereto, 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 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 V, VI and VII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely in its capacities as Indenture Collateral Agent, Trustee and Certificate Paying Agent, respectively, Trust Collateral Agent and in no event shall it Xxxxx Fargo Bank, National Association, have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents hereunder or in any of the certificates, notices or agreements delivered pursuant theretohereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (a) this document each Pooling and Servicing Agreement is executed and delivered by Wilmington Trust, National Associationthe Trustee, not individually or personally, personally but solely as Owner Trustee of the IssuerTrust, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of except with respect to Section 8.15 hereof the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is Trust are made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Associationthe Trustee, but is are made and intended for the purpose of binding only the IssuerTrust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Associationthe 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 who are signatories to this Agreement and by any person Person claiming by, through or under such parties; provided, however, the parties heretoTrustee shall be liable in its individual capacity for its own willful misconduct or gross negligence and for any tax assessed against the Trustee based on or measured by any fees, commission or compensation received by it for acting as Trustee and (d) under no circumstances shall Wilmington Trust, National Association the 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 any Pooling and Servicing Agreement; provided further that this Agreement Section 10.18 shall survive the resignation or under the Notes or any removal of the other Transaction Documents or in any Trustee. Except as otherwise provided hereunder, the Company hereby agrees to indemnify and hold harmless the Trustee, the Trust (for the benefit of the certificatesHolders), notices the Holders, the Letter of Credit Agent, the Letter of Credit Banks, the Administrative Agent and the Liquidity Banks (each, an “Indemnified Person”) from and against any loss, liability, expense, damage or agreements delivered injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Company pursuant theretoto any Pooling and Servicing Agreement to which it is a party, as including but not limited to all any judgment, award, settlement, reasonable attorneys’ fees and other reasonable costs or expenses incurred in connection with the defense of which recourse any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury resulted from the gross negligence, bad faith or willful misconduct of an Indemnified Person or resulted from the performance of any Purchased Loan, market fluctuations or other market or investment risk not attributable to acts or omissions or alleged acts or omissions of the Company; provided, however, that any payments to be made by the Company pursuant to this subsection shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other Company Subordinated Obligations. The indemnification obligations of the Issuer under Company hereunder shall survive the Notes termination of any Pooling and Servicing Agreement or any the resignation or removal of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse Trustee and shall be had solely to binding upon the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunderCompany, the Indenture Trustee shall be subject to, Servicer and entitled to the benefits of, the terms and provisions of Article VI of the Indentureany Successor Servicer.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, and (d) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, U.S. Bank National Association, not in its individual capacity 33 Sale and Servicing Agreement (2014-3) but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by Notwithstanding anything contained herein to the parties that (a) contrary, this document is Agreement has been executed and delivered by Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association, not individually or personally, in its individual capacity but solely as Owner Trustee of the IssuerTrustee, and in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of no event shall it have any liability for the representations, warranties, covenants, undertakings and agreements herein made on the part or other obligations of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, and (d) under no circumstances shall 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 hereunder or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. Under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations 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 executed and delivered by Xxxxx Fargo Bank, U.S. Bank National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureIndenture provided, that the obligations under Section 6.1(a) of the Indenture shall only be applicable to the performance of the Indenture Trustee’s duties and 34 Sale and Servicing Agreement (USAA 2016-1) obligations under the Indenture and shall not be applicable to the Indenture Trustee’s performance hereunder.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (ai) this document Agreement is executed and delivered by Wilmington Trust, National Association, Trust Company not individually or personally, personally but solely as Owner Trustee under the Amended and Restated Trust Agreement, dated as of December 22, 2015 (the Issuer“Trust Agreement”), between Discover Funding LLC and Wilmington Trust Company, and in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (bii) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representationsrepresentation, warranties, covenants undertakings and agreements undertaking or agreement by Wilmington Trust, National Association, Trust Company but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall will be construed as creating any liability on the Wilmington Trust, National Association, Trust Company individually or personally, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto to this Agreement and by any person claiming by, through or under the parties hereto, them and (div) under no circumstances shall will Wilmington Trust, National Association 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerrelated documents. (b) Notwithstanding anything to the contrary contained herein or in any other document or agreement relating to the contraryClass A(2017-1) Notes, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have Discover Bank or Discover Funding be liable to the Indenture Trustee, the Issuer, the Owner Trustee, any liability for the representationsApplicable Investor or any other Noteholder, warrantiesor responsible for, covenants, agreements or other obligations losses in respect of the Issuer under the Class A(2017-1) Notes or any interest therein, including, without limitation any loss of value of any Class A(2017-1) Note or any interest therein, due to the failure of the other Transaction Documents or in any of Retained Interest and compliance by Discover Bank and Discover Funding with the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes terms of this Agreement, Agreement to satisfy the EU Retention Rules or other similar or equivalent provisions now or hereafter in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indentureeffect.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (ai) this document Agreement is executed and delivered by Wilmington Trust, National Association, Trust Company not individually or personally, personally but solely as Owner Trustee under the Amended and Restated Trust Agreement, dated as of December 22, 2015 (the Issuer“Trust Agreement”), between Discover Funding LLC and Wilmington Trust Company, and in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (bii) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representationsrepresentation, warranties, covenants undertakings and agreements undertaking or agreement by Wilmington Trust, National Association, Trust Company but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall will be construed as creating any liability on the Wilmington Trust, National Association, Trust Company individually or personally, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto to this Agreement and by any person claiming by, through or under the parties hereto, them and (div) under no circumstances shall will Wilmington Trust, National Association 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerrelated documents. (b) Notwithstanding anything to the contrary contained herein or in any other document or agreement relating to the contraryClass A(2018-1) Notes, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have Discover Bank or Discover Funding be liable to the Indenture Trustee, the Issuer, the Owner Trustee, any liability for the representationsApplicable Investor or any other Noteholder, warrantiesor responsible for, covenants, agreements or other obligations losses in respect of the Issuer under the Class A(2018-1) Notes or any interest therein, including, without limitation any loss of value of any Class A(2018-1) Note or any interest therein, due to the failure of the other Transaction Documents or in any of Retained Interest and compliance by Discover Bank and Discover Funding with the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes terms of this Agreement, Agreement to satisfy the EU Retention Rules or other similar or equivalent provisions now or hereafter in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indentureeffect.

Limitation of Liability. (a) It is expressly understood and agreed by the parties Each Borrower agrees that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained no Indemnitee shall be construed as creating have any liability on Wilmington Trust(whether in contract, National Association, individually tort or personally, otherwise) 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, and (d) under no circumstances shall 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 under the Notes Loan Party or any of their respective Subsidiaries or any of their respective equity holders or creditors for or in connection with the transactions contemplated hereby and in the other Transaction Documents Loan Documents, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or in willful misconduct or the breach by such Indemnitee of its obligations under this Agreement. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). Each of the certificatesMLP and the Borrowers hereby waives, notices releases and agrees (each for itself and on behalf of its Subsidiaries) not to sxx upon any such claim for any special, indirect, consequential or agreements delivered pursuant theretopunitive damages, as whether or not accrued and whether or not known or suspected to all of which recourse shall be had solely to the assets of the Issuerexist in its favor. (b) Notwithstanding anything contained herein to the contraryIN NO EVENT SHALL ANY AGENT AFFILIATE HAVE ANY LIABILITY TO ANY LOAN PARTY, this Agreement has been executed and delivered by Xxxxx Fargo BankLENDER, National AssociationISSUER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, not in its individual capacity but solely as Indenture Trustee and Certificate Paying AgentINCLUDING DIRECT OR INDIRECT, respectivelySPECIAL, and in no event shall it have any liability for the representationsINCIDENTAL OR CONSEQUENTIAL DAMAGES, warrantiesLOSSES OR EXPENSES (WHETHER IN TORT OR CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY OR ANY AGENT AFFILIATE’S TRANSMISSION OF APPROVED ELECTRONIC COMMUNICATIONS THROUGH THE INTERNET OR ANY USE OF THE APPROVED ELECTRONIC PLATFORM, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureEXCEPT TO THE EXTENT SUCH LIABILITY OF ANY AGENT AFFILIATE IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FORM SUCH AGENT AFFILIATE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (a) this document Agreement is executed and delivered by Wilmington Trust, National Associationeach of the Owner Trustee and the Grantor Trust Trustee, not individually or personally, personally but solely as Owner Trustee of the IssuerIssuing Entity and Grantor Trust Trustee of the Grantor Trust, respectively, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of each of the Issuer Issuing Entity or Grantor Trust, as applicable, is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Associationthe Owner Trustee or the Grantor Trust Trustee, but is made and intended for the purpose of binding only the IssuerIssuing Entity or Grantor Trust, as applicable, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Associationthe Owner Trustee or the Grantor Trust Trustee, individually or personally, to perform any covenant either expressed or implied contained hereinherein of the Issuing Entity or the Grantor Trust, 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, (d) each of the Owner Trustee and the Grantor Trust Trustee has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuing Entity or Grantor Trust, as applicable, in this Agreement and (de) under no circumstances shall Wilmington Trust, National Association the either of the Owner Trustee or the Grantor Trust Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer Issuing Entity or Grantor Trust, as applicable, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Issuing Entity or Grantor Trust, as applicable under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the IndentureAgreement. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this 25 CRVNA 2022-P2 Servicing Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. Neither the Sub-Adviser nor any director, officer, employee or affiliate of the Sub-Adviser shall be liable for any act or omission (aincluding any error of investment judgment or mistake of law) It is expressly understood and agreed or for any losses, liabilities, taxes, damages, penalties, judgments, legal expenses, court costs, fines, amounts paid or to be paid in settlement or otherwise, or expenses (collectively, “Losses”) suffered by the parties that (a) this document is executed and delivered by Wilmington TrustAdviser, National Associationthe Fund, not individually or personally, but solely as Owner Trustee of the Issuer, any shareholder in the exercise of the powers and authority conferred and vested Company, or any other person in itconnection with any matter to which this Agreement relates; provided, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, but is made and intended for the purpose of binding only the Issuer, (c) that nothing herein contained shall be construed as creating to protect the Sub-Adviser against any liability on Wilmington Trustto the Fund, National Associationthe Company or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s trade and operational errors, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived the correction of which shall be governed by the parties hereto Sub-Adviser’s relevant policies and by any person claiming bythe Fund’s Sub-Adviser Manual; (ii) the Sub-Adviser’s willful misfeasance, through bad faith, or under the parties hereto, and (d) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, gross negligence in the performance of the Sub-Adviser’s duties under this Agreement, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, (iii) any untrue statement of a material fact that (A) is contained in the Registration Statement, Prospectus, Statement of Additional Information, proxy materials, reports, advertisements, or obligations hereundersales literature relating to the Company or the Fund (collectively, “Covered Materials”), (B) pertains to the Sub-Adviser or the Strategy, and (C) was provided by the Sub-Adviser for use in the applicable Covered Materials and was reproduced faithfully by the Adviser or other party responsible for such Covered Materials, or (iv) the Sub-Adviser’s failure to provide for inclusion in Covered Materials a material fact that (A) pertains to the Sub-Adviser or the Strategy and (B) was known to the Sub-Adviser to be required to be stated therein or to be necessary to make the statements therein not materially misleading (the acts or omissions set forth in the preceding clauses (i) through (iv), the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureSub-Adviser’s “Disabling Conduct”).

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the IssuerIssuer and as Grantor Trust Trustee of the Grantor Trust, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement and the Grantor Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer or the Grantor 44 Sale and Servicing Agreement (BLAST 2024-4) Trust is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, but is made and intended for the purpose of binding only the IssuerIssuer or the Grantor Trust, as applicable, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personallypersonally or as Owner Trustee or as Grantor Trust Trustee, 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, National Association has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer, the Grantor Trust or any other Person in this Agreement or in the Purchase Agreement and (de) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or the Grantor Trust, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer or the Grantor Trust, as applicable, under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the IssuerIssuer or the Grantor Trust, as applicable. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo BankComputershare Trust Company, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee and the Certificate Paying Agent shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (ai) this document Agreement is executed and delivered by Wilmington Trust, National Association, Trust Company not individually or personally, personally but solely as Owner Trustee under the Amended and Restated Trust Agreement, dated as of December 22, 2015 (the Issuer“Trust Agreement”), between Discover Funding LLC and Wilmington Trust Company, and in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (bii) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representationsrepresentation, warranties, covenants undertakings and agreements undertaking or agreement by Wilmington Trust, National Association, Trust Company but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall will be construed as creating any liability on the Wilmington Trust, National Association, Trust Company individually or personally, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto to this Agreement and by any person claiming by, through or under the parties hereto, them and (div) under no circumstances shall will Wilmington Trust, National Association 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerrelated documents. (b) Notwithstanding anything to the contrary contained herein or in any other document or agreement relating to the contraryClass A(2017-6) Notes, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have Discover Bank or Discover Funding be liable to the Indenture Trustee, the Issuer, the Owner Trustee, any liability for the representationsApplicable Investor or any other Noteholder, warrantiesor responsible for, covenants, agreements or other obligations losses in respect of the Issuer under the Class A(2017-6) Notes or any interest therein, including, without limitation any loss of value of any Class A(2017-6) Note or any interest therein, due to the failure of the other Transaction Documents or in any of Retained Interest and compliance by Discover Bank and Discover Funding with the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes terms of this Agreement, Agreement to satisfy the EU Retention Rules or other similar or equivalent provisions now or hereafter in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indentureeffect.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., 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 TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., individually or personallypersonally or as Owner Trustee, 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) Xxxxx Fargo Delaware Trust Company, N.A. 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 or in the Purchase Agreement and (de) under no circumstances shall Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association 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, duty (inlcuding fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Issuer under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo BankWilmington Trust, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by Notwithstanding anything contained herein to the parties that (a) contrary, this document is Agreement has been executed and delivered by Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association, not individually or personally, in its individual capacity but solely as Owner Trustee of the IssuerTrustee, and in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of no event shall it have any liability for the representations, warranties, covenants, undertakings and agreements herein made on the part or other obligations of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, and (d) under no circumstances shall 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 hereunder or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. Under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations 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 executed and delivered by Xxxxx Fargo Bank, National AssociationThe Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureIndenture provided, that the obligations under Section 6.1(a) of the Indenture shall only be applicable to the performance of the Indenture Trustee’s duties and obligations under the Indenture and shall not be applicable to the Indenture Trustee’s performance hereunder.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (ai) this document Agreement is executed and delivered by Wilmington TrustCitibank, National AssociationN.A., not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (bii) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representationsrepresentation, warrantiesundertaking and agreement by Citibank, covenants undertakings and agreements by Wilmington Trust, National Association, N.A. but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington TrustCitibank, National AssociationN.A., 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 Person claiming by, through or under the parties hereto, (iv) Citibank, N.A. has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer or any other party in this Agreement, and (dv) under no circumstances shall Wilmington TrustCitibank, National Association 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 under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerrelated documents. (b) Notwithstanding anything to the contrary contained herein or in any other document or agreement relating to the contraryClass A(2019-2) Notes, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have Synchrony Bank or Synchrony Card Funding be liable to the Indenture Trustee, the Issuer, the Trustee, any liability for the representationsApplicable Investor or any other Noteholder, warrantiesor responsible for, covenants, agreements or other obligations losses in respect of the Issuer under the Class A(2019-2) Notes or any interest therein, including, without limitation any loss of value of any Class A(2019-2) Notes or any interest therein, due to the failure of the Retained Interest and compliance by Synchrony Bank and Synchrony Card Funding with the terms of this Agreement to satisfy the EU Securitization Rules or other Transaction Documents similar or equivalent provisions now or hereafter in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes effect. (c) Without limiting Section 5(b) of this Agreement, except as specifically provided in the performance Sections 3 and 4 of its duties this Agreement, neither Synchrony Bank nor Synchrony Card Funding undertakes, or obligations hereunderintends, the Indenture Trustee shall be subject to, and entitled to take or refrain from taking any action with regard to the benefits Class A(2019-2) Notes in a manner prescribed or contemplated by the EU Securitization Rules, or to take any action for purposes of, or in connection with, compliance by any Applicable Investor or other person with any applicable EU Securitization Rules. In particular, neither of them makes any undertaking in this Agreement or otherwise with respect to the terms and provisions of transparency requirements in Article VI 7 of the IndentureEU Securitization Regulation.

Limitation of Liability. (a) [It is expressly understood and agreed by the parties hereto that (a) this document Agreement is executed and delivered by Wilmington Trust, National Association[ ], not individually or personally, personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to it under the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association[ ], but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association[ ], individually or personally, to perform any covenant covenant, either expressed express or implied 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 hereto, (d) [ ] has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (de) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerrelated documents. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association[ ], not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.]

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the IssuerIssuer and as Grantor Trust Trustee of the Grantor Trust, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement and the Grantor Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer or the Grantor 44 Sale and Servicing Agreement (BLAST 2024-3) Trust is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, but is made and intended for the purpose of binding only the IssuerIssuer or the Grantor Trust, as applicable, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personallypersonally or as Owner Trustee or as Grantor Trust Trustee, 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, National Association has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer, the Grantor Trust or any other Person in this Agreement or in the Purchase Agreement and (de) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or the Grantor Trust, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer or the Grantor Trust, as applicable, under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the IssuerIssuer or the Grantor Trust, as applicable. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo BankComputershare Trust Company, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee and the Certificate Paying Agent shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. Neither the Sub-Adviser nor any director, officer, employee or affiliate of the Sub-Adviser shall be liable for any act or omission (aincluding any error of investment judgment or mistake of law) It is expressly understood and agreed or for any losses, liabilities, taxes, damages, penalties, judgments, legal expenses, court costs, fines, amounts paid or to be paid in settlement or otherwise, or expenses (collectively, “Losses”) suffered by the parties that (a) this document is executed and delivered by Wilmington TrustAdviser, National Associationthe Fund, not individually or personally, but solely as Owner Trustee of the Issuer, any shareholder in the exercise of the powers and authority conferred and vested Company, or any other person in itconnection with any matter to which this Agreement relates; provided, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, but is made and intended for the purpose of binding only the Issuer, (c) that nothing herein contained shall be construed as creating to protect the Sub-Adviser against any liability on Wilmington Trustto the Fund, National Associationthe Company or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s trade errors and compliance breaches, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived the correction of which shall be governed by the parties hereto Sub-Adviser’s relevant policies and by any person claiming bythe Fund’s Sub-Adviser Manual; (ii) the Sub-Adviser’s willful misfeasance, through bad faith, or under the parties hereto, and (d) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, gross negligence in the performance of the Sub-Adviser’s duties under this Agreement, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, (iii) any untrue statement of a material fact that (A) is contained in the Registration Statement, Prospectus, Statement of Additional Information, proxy materials, reports, advertisements, or obligations hereundersales literature relating to the Company or the Fund (collectively, “Covered Materials”), (B) pertains to the Sub-Adviser or the Strategy, and (C) was provided by the Sub-Adviser for use in the applicable Covered Materials and was reproduced faithfully by the Adviser or other party responsible for such Covered Materials, or (iv) the Sub-Adviser’s failure to provide for inclusion in Covered Materials a material fact that (A) pertains to the Sub-Adviser or the Strategy and (B) was known to the Sub-Adviser to be required to be stated therein or to be necessary to make the statements therein not materially misleading (the acts or omissions set forth in the preceding clauses (i) through (iv), the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureSub-Adviser’s “Disabling Conduct”).

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, and (d) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.. 35 Sale and Servicing Agreement (2017-2)

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, (d) Wilmington Trust, National Association 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 or in the Purchase Agreement and (de) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.. 37 Sale and Servicing Agreement (SDART 2019-3)

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the IssuerIssuer and as Grantor Trust Trustee of the Grantor Trust, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement and the Grantor Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer or the Grantor Trust is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, but is made and intended for the purpose of binding only the IssuerIssuer or the Grantor Trust, as applicable, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, as Owner Trustee or as Grantor Trust Trustee, 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, National Association has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer, the Grantor Trust or any other Person in this Agreement and (de) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or the Grantor Trust, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer or the Grantor Trust, as applicable, under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to Issuer or the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant theretoGrantor Trust, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indentureapplicable. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.11 Receivables Contribution Agreement (BLAST 2023-1)

Limitation of Liability. No obligation or liability whatsoever of Maker which may arise at any time under this promissory note or any obligation or liability which may be incurred by it pursuant to any other instrument, transaction or undertaking contemplated hereby shall be personally binding upon, nor shall resort for the enforcement thereof be had to the private property of, any of Maker’s trustees or shareholders regardless of whether such obligation or liability is in the nature of contract, tort or otherwise. ARCHSTONE-XXXXX OPERATING TRUST By: Name: Title: Table of Contents $100,000,000.00 , 2003 FOR VALUE RECEIVED ARCHSTONE-XXXXX OPERATING TRUST, a Maryland real estate investment trust (aherein called “Maker”) It promises to pay to the order of JPMORGAN CHASE BANK, a New York banking corporation, at 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, or at such other place as the holder (the “Holder”, whether or not Payee is expressly understood such holder) of this note may hereafter designate in writing, in immediately available funds and agreed in lawful money of the United States of America, the principal sum of One Hundred Million Dollars ($100,000,000.00) (or the unpaid balance of all principal advanced against this note, if that amount is less), together with interest on the unpaid principal balance of this note from time to time outstanding at the Stated Rate and interest on all past due amounts, both principal and accrued interest, at the Past Due Rate; provided, that for the full term of this note the interest rate produced by the parties that aggregate of all sums paid or agreed to be paid to the Holder of this note for the use, forbearance or detention of the debt evidenced hereby (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personallyincluding, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, National Association, individually or personally, to perform any covenant either expressed or implied contained hereinlimited to, all such liability, if any, being expressly waived by interest on this note at the parties hereto and by any person claiming by, through or under Stated Rate) shall not exceed the parties hereto, and (d) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the IssuerCeiling Rate. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by Notwithstanding anything contained herein to the parties that (a) contrary, this document is Agreement has been executed and delivered by Wilmington Trust, National AssociationXxxxx Fargo Delaware Trust Company, not individually or personally, in its individual capacity but solely as Owner Trustee of the IssuerTrustee, and in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of no event shall it have any liability for the representations, warranties, covenants, undertakings and agreements herein made on the part or other obligations of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, and (d) under no circumstances shall 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 hereunder or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. Under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations 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 executed and delivered by Xxxxx Fargo Bank, National AssociationThe Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National AssociationDeutsche Bank Trust Company Delaware, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, Deutsche Bank Trust Company Delaware 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, National AssociationDeutsche Bank Trust Company Delaware, 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, and (d) under no circumstances shall Wilmington Trust, National Association Deutsche Bank Trust Company Delaware 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties The Borrower agrees that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained no Indemnitee shall be construed as creating have any liability on Wilmington Trust(whether in contract, National Association, individually tort or personally, otherwise) 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, and (d) under no circumstances shall 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 under the Notes Loan Party or any of their respective Subsidiaries or any of their respective equity holders or creditors for or in connection with the transactions contemplated hereby and in the other Transaction Documents or in any of the certificatesLoan Documents, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely except to the assets extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct or the Issuerbreach by such Indemnitee of its obligations under this Agreement. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). The Borrower hereby waives, releases and agrees (each for itself and on behalf of its Subsidiaries and the MLP) not to xxx upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (b) Notwithstanding anything contained herein to the contraryIN NO EVENT SHALL ANY AGENT AFFILIATE HAVE ANY LIABILITY TO ANY LOAN PARTY, this Agreement has been executed and delivered by Xxxxx Fargo BankLENDER, National AssociationISSUER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, not in its individual capacity but solely as Indenture Trustee and Certificate Paying AgentINCLUDING DIRECT OR INDIRECT, respectivelySPECIAL, and in no event shall it have any liability for the representationsINCIDENTAL OR CONSEQUENTIAL DAMAGES, warrantiesLOSSES OR EXPENSES (WHETHER IN TORT OR CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY OR ANY AGENT AFFILIATE’S TRANSMISSION OF APPROVED ELECTRONIC COMMUNICATIONS THROUGH THE INTERNET OR ANY USE OF THE APPROVED ELECTRONIC PLATFORM, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureEXCEPT TO THE EXTENT SUCH LIABILITY OF ANY AGENT AFFILIATE IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FORM SUCH AGENT AFFILIATE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Limitation of Liability. (a) It is expressly understood and agreed by Notwithstanding anything contained herein to the parties that contrary, (a) this document is Agreement has been executed and delivered by Wilmington Trust, U.S. Bank Trust National Association, not individually or personally, in its individual capacity but solely as Owner Trustee on behalf of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants covenants, undertakings and agreements by Wilmington Trust, U.S. Bank Trust National Association, Association but is made and intended for the purpose of binding only, and is only binding on, the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, U.S. Bank Trust National Association, individually or personallypersonally or as Owner Trustee, 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 Person claiming by, through or under the parties hereto, (d) U.S. Bank Trust National Association has made no investigation and shall make no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and (de) under no circumstances shall Wilmington Trust, U.S. Bank Trust National Association be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or under the Notes or any of the other Transaction Documents related documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. For the purposes of this Agreement, in the performance of any duty or obligation on behalf of the Issuer hereunder, the Owner Trustee shall be entitled to all rights, protections, indemnities, and immunities in the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo BankCitibank, National AssociationN.A., not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association, N.A. 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 TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., 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, and (d) under no circumstances shall Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association 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 under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerrelated documents. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, U.S. Bank National Association, not in its individual capacity 32 Sale and Servicing Agreement (2012-3) but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. Neither the Sub-Adviser nor any director, officer, employee or affiliate of the Sub-Adviser shall be liable for any act or omission (aincluding any error of investment judgment or mistake of law) It is expressly understood and agreed or for any losses, liabilities, taxes, damages, penalties, judgments, legal expenses, court costs, fines, amounts paid or to be paid in settlement or otherwise, or expenses (collectively, “Losses”) suffered by the parties that (a) this document is executed and delivered by Wilmington TrustAdviser, National Associationthe Fund, not individually or personally, but solely as Owner Trustee of the Issuer, any shareholder in the exercise of the powers and authority conferred and vested Company, or any other person in itconnection with any matter to which this Agreement relates; provided, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, but is made and intended for the purpose of binding only the Issuer, (c) that nothing herein contained shall be construed as creating to protect the Sub-Adviser against any liability on Wilmington Trustto the Fund, National Associationthe Company or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s trade errors and compliance breaches, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived the correction of which shall be governed by the parties hereto Sub-Adviser’s relevant policies and by any person claiming bythe Fund’s Sub-Adviser Manual; (ii) the Sub-Adviser’s willful misfeasance, through bad faith, or under the parties hereto, and (d) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, gross negligence in the performance of the Sub-Adviser’s duties under this Agreement, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, (iii) any untrue statement of a material fact that (A) is contained in the Registration Statement, Prospectus, Statement of Additional Information, proxy materials, reports, advertisements, or obligations hereundersales literature relating to the Company or the Fund (collectively, “Covered Materials”), (B) pertains to the Sub-Adviser or the Strategy, and (C) was provided in writing by the Sub-Adviser and specified for use in the applicable Covered Materials and was reproduced faithfully by the Adviser or other party responsible for such Covered Materials, or (iv) the Sub-Adviser’s failure to provide for inclusion in Covered Materials a material fact that (A) pertains to the Sub-Adviser or the Strategy and (B) was known to the Sub-Adviser to be required to be stated therein or to be necessary to make the statements therein not materially misleading (the acts or omissions set forth in the preceding clauses (i) through (iv), the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureSub-Adviser’s “Disabling Conduct”).

Limitation of Liability. (a) It is expressly understood and agreed by Anything to the parties that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personallycontrary herein contained notwithstanding, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant subject however to the Trust Agreementnext paragraph of this Section 27.4, (b) each there shall be absolutely no personal liability on persons, firms or entities who constitute Landlord, and excepting cases of the fraud, that no personal liability or personal responsibility is assumed by or shall at any time be asserted or enforceable against Landlord on account of this Lease or on account of any representations, warranties, covenants, undertakings and undertakings, warranties or agreements herein made on the part of the Issuer is made and intended not as personal representationsLandlord in this Lease contained, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, National Association, individually either express or personally, to perform any covenant either expressed or implied contained hereinimplied, all such personal liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties heretoreleased, and (d) under no circumstances shall Wilmington TrustTenant shall, National Association be personally liable for subject to the payment rights of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligationmortgagee, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had look solely to the interest of Landlord, its successors and assigns in the Retail Area (including insurance proceeds [subject to the rights of Landlord's lender as to application of such proceeds], rents, and proceeds of sales) for the satisfaction of each and every remedy of Tenant in the event of default by Landlord hereunder; such exculpation of personal liability is absolute and without any exception whatsoever (except as otherwise provided herein). Notwithstanding anything to the contrary set forth in this Lease, it is acknowledged and agreed that the provisions of this Section 27.4 shall not be deemed to deny to Tenant, or to limit Tenant's right to obtain, injunctive relief or specific performance of Landlord's covenants under this Lease nor to deny or limit Tenant's right to avail itself of any other right or remedy which may be accorded Tenant under the terms of this Lease (including, without limitation, Section 3.6 and Section 19.1 hereof) or which may be accorded to Tenant by law or at equity and which do not involve personal liability of Landlord, by reason of Landlord's failure to perform its obligations hereunder. Further notwithstanding anything to the contrary set forth in this Lease, it is agreed that the exculpatory provisions of this Section 27.4 shall not apply to, and the provisions of this Section 27.4 shall accordingly not be deemed to limit or prejudice the rights of Tenant to proceed against any assets of the Issuer. (b) Notwithstanding anything contained herein to the contraryLandlord whatsoever, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse Retail Area and such assets shall be had solely and remain fully available to the assets Tenant (and any judgment obtained by Tenant against Landlord may be satisfied from any such assets) in connection with, any and all liabilities, claims, demands, damages, expenses, costs, losses, suits, proceedings, actions and causes of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment action of any indebtedness and every kind and nature arising or expense growing out of, or which is materially connected with, fraud on the part of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of Landlord in connection with this Agreement, in the performance Lease and/or Landlord's exercise of its duties or and obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee In consideration of the Issuerbenefits accruing hereunder, Tenant and all successors and assigns covenant and agree that, in the exercise event of any actual or alleged failure, breach or default hereunder by Landlord: (i) the sole and exclusive remedy shall be against Landlord and Landlord's assets; (ii) no partner of Landlord shall be sued or named as a party in any suit or action (except as may be necessary to secure jurisdiction of the powers partnership) (iii) no service of process shall be made against any partner of Landlord (except as may be necessary to secure jurisdiction of the partnership) (iv) no partner of Landlord shall be required to answer or otherwise plead to any service of process; (v) no judgment shall be taken against any partner of Landlord; (vi) any judgment taken against any partner of Landlord may be vacated and authority conferred set aside at any time without hearing; (vii) no writ of execution will ever be levied against the assets of any partner of Landlord; (viii) these covenants and vested agreements are enforceable both by Landlord and also by any partner of Landlord. (ix) The term, "Landlord", as used in itthis section, pursuant shall mean only the owner or owners from time to time of the fee title or the tenant's interest under a ground lease of the land described in Exhibit "B", and in the event of any transfer of such title or interest, Landlord herein named (and in case of any subsequent transfers the then grantor) shall be relieved from and after the date of such transfer of all liability as respects Landlord's obligations thereafter to be performed, provided that any funds in the hands of Landlord or the then grantor at the time of such transfer, in which Tenant has an interest, shall be delivered to the Trust Agreementgrantee. Similarly, (b) the obligations contained in this Lease to be performed by Landlord shall be binding on Landlord's successors and assigns only during their respective periods of ownership. Tenant agrees that each of the representations, warranties, covenants, undertakings foregoing covenants and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, National Association, individually or personally, applicable to perform any covenant or agreement either expressed expressly contained in this Lease or implied contained herein, all such liability, if any, being expressly waived imposed by the parties hereto and by any person claiming by, through statute or under the parties hereto, and (d) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerat common law. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the IssuerIssuer and as Grantor Trust Trustee of the Grantor Trust, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement and the Grantor Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer or the Grantor Trust is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, but is made and intended for the purpose of binding only the IssuerIssuer or the Grantor Trust, as applicable, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, as Owner Trustee or as Grantor Trust Trustee, 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, National Association has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer, the Grantor Trust or any other Person in this Agreement and (de) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or the Grantor Trust, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer or the Grantor Trust, as applicable, under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to Issuer or the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant theretoGrantor Trust, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indentureapplicable.

Limitation of Liability. (a) It is expressly understood and agreed by Notwithstanding anything contained herein to the parties that (a) contrary, this document is Agreement has been executed and delivered by Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association, not individually or personally, in its individual capacity but solely as Owner Trustee of the IssuerTrustee, and in the exercise of the powers no event shall it have any 716542789 15481814 32 Sale and authority conferred and vested in it, pursuant to the Trust Agreement, Servicing Agreement (bUSAA 2015-1) each of liability for the representations, warranties, covenants, undertakings and agreements herein made on the part or other obligations of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, National Association, individually the Seller 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, and (d) under no circumstances shall 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 Servicer hereunder or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. Under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations 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 executed and delivered by Xxxxx Fargo Bank, U.S. Bank National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureIndenture provided, that the obligations under Section 6.1(a) of the Indenture shall only be applicable to the performance of the Indenture Trustee’s duties and obligations under the Indenture and shall not be applicable to the Indenture Trustee’s performance hereunder.

Limitation of Liability. (a) It Notwithstanding anything herein to the contrary, it is expressly understood and agreed by the parties hereto that (a) this document letter agreement is executed and delivered by Wilmington Trust, LaSalle Bank National AssociationAssociation ("LaSalle Bank"), not individually or personally, but solely as Owner Supplemental Interest Trust Trustee of the IssuerRAMP Series 2007-RS1 Supplemental Interest Trust, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer RAMP Series 2007-RS1 Supplemental Interest Trust is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, LaSalle Bank but is made and intended for the purpose of binding only the IssuerRAMP Series 2007-RS1 Supplemental Interest Trust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationLaSalle Bank, 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 Person claiming by, through or under the parties hereto; provided that nothing in this paragraph shall relieve LaSalle Bank from performing its duties and obligations under the Pooling and Servicing Agreement in accordance with the standard of care set forth therein, and (d) under no circumstances shall Wilmington Trust, National Association LaSalle Bank be personally liable for the payment of any indebtedness or expenses of the Issuer RAMP Series 2007-RS1 Supplemental Interest Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer RAMP Series 2007-RS1 Supplemental Interest Trust under this Agreement or under the Notes letter agreement or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerrelated documents. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the IssuerIssuer and as Grantor Trust Trustee of the Grantor Trust, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement and the Grantor Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer or the Grantor Trust is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, but is made and intended for the purpose of binding only the IssuerIssuer or the Grantor Trust, as applicable, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, as Owner Trustee or as Grantor Trust Trustee, 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, National Association has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer, the Grantor Trust or any other Person in this Agreement and (de) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or the Grantor Trust, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer or the Grantor Trust, as applicable, under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to Issuer or the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant theretoGrantor Trust, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indentureapplicable. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.11 Receivables Contribution Agreement (BLAST 2024-3)

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., 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 TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., individually or personallypersonally or as Owner Trustee, 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) Xxxxx Fargo Delaware Trust Company, N.A. 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 or in the Purchase Agreement and (de) under no circumstances shall Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association 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, duty (inlcuding fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Issuer under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo BankWilmington Trust, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.. 37 Sale and Servicing Agreement (DRIVE 2021-3)

Limitation of Liability. (a) It is 13.1 Subject to any limitations which may be imposed by Applicable Law and which cannot be waived by contract, neither the Lender nor any Receiver shall be liable in respect of any loss or damage which arises out of the exercise, or the attempted or purported exercise of, or the failure to exercise any of their respective rights, powers, authorities, discretion and trusts that may be vested in the Lender. 13.2 Without prejudice to the generality of Clause 14.1, the Borrower hereby expressly understood agrees with the Lender that neither the Lender nor any Receiver appointed as aforesaid shall, by reason of the Lender or such Receiver acquiring or taking over the right, title, interest of the said Assets or any part thereof, be liable to the Borrower for anything, except actual receipts which have not been distributed or paid to the Borrower or the persons entitled or at the time of payment honestly and agreed reasonably considered by the parties that (a) this document is executed and delivered by Wilmington TrustLender to be entitled thereto, National Association, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, and (d) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for any loss or for any default or omission for which the breach Lender might be liable. 13.3 The Lender shall not in any way be responsible in respect of the Assets even after acquiring or failure taking over the right, title, interest of the said Assets for any loss occasioned by theft, pilferage, robbery, fire, riot, and civil commotion or otherwise howsoever, whatsoever may be the circumstances or the reasons under or for which the loss may arise, including any act, omission, negligence, default of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties servants or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenturenominees or agents.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, 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, 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, and (d) under no circumstances shall 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (ai) this document Agreement is executed and delivered by Wilmington Trust, National Association, Trust Company not individually or personally, personally but solely as Owner Trustee under the Amended and Restated Trust Agreement, dated as of December 22, 2015 (the Issuer“Trust Agreement”), between Discover Funding LLC and Wilmington Trust Company, and in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (bii) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representationsrepresentation, warranties, covenants undertakings and agreements undertaking or agreement by Wilmington Trust, National Association, Trust Company but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall will be construed as creating any liability on the Wilmington Trust, National Association, Trust Company individually or personally, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto to this Agreement and by any person claiming by, through or under the parties hereto, them and (div) under no circumstances shall will Wilmington Trust, National Association 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuerrelated documents. (b) Notwithstanding anything to the contrary contained herein or in any other document or agreement relating to the contraryClass A(2018-4) Notes, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectively, and in no event shall it have Discover Bank or Discover Funding be liable to the Indenture Trustee, the Issuer, the Owner Trustee, any liability for the representationsApplicable Investor or any other Noteholder, warrantiesor responsible for, covenants, agreements or other obligations losses in respect of the Issuer under the Class A(2018-4) Notes or any interest therein, including, without limitation any loss of value of any Class A(2018-4) Note or any interest therein, due to the failure of the other Transaction Documents or in any of Retained Interest and compliance by Discover Bank and Discover Funding with the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes terms of this Agreement, Agreement to satisfy the EU Retention Rules or other similar or equivalent provisions now or hereafter in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indentureeffect.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust, National AssociationDeutsche Bank Trust Company Delaware, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, National Association, Deutsche Bank Trust Company Delaware 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, National AssociationDeutsche Bank Trust Company Delaware, 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, and (d) under no circumstances shall Wilmington Trust, National Association Deutsche Bank Trust Company Delaware 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 under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, U.S. Bank National Association, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by Notwithstanding anything contained herein to the parties that contrary, (a) this document is Agreement has been executed and delivered by Wilmington TrustCitibank, National AssociationN.A., not individually or personally, in its individual capacity but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Owner Trustee and the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington TrustCitibank, National Association, N.A. 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 TrustCitibank, National AssociationN.A., individually or personally, to perform any covenant either expressed or implied contained hereinherein of the Owner Trustee or 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, (d) Citibank, N.A. has made no investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Issuer in this Agreement and (de) under no circumstances shall Wilmington TrustCitibank, National Association N.A., be personally liable for the payment of any indebtedness or expenses of the Owner Trustee or the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Owner Trustee or the Issuer under this Agreement or under any other related documents. For the Notes purposes of this Agreement, in the performance of its duties or any obligations 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 other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the IssuerTrust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., 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 TrustXxxxx Fargo Delaware Trust Company, National AssociationN.A., 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, and (d) under no circumstances shall Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association 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 under this Agreement or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Xxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent, respectivelyTrustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer; provided that the Indenture Trustee shall be responsible for its actions as Indenture Trustee hereunder and under the Indenture. Under no circumstances shall the 33 Sale and Servicing Agreement (2014-2) Indenture Trustee or the Certificate Paying Agent be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.