Common use of Limitation of Recourse to the Trust Clause in Contracts

Limitation of Recourse to the Trust. Notwithstanding any provision of this Agreement to the contrary, all obligations of the Trust under this Agreement shall be payable only from the rights of the Trust in the Contracts. No recourse shall be had against the general funds of the Trust, nor against any income or proceeds of the Contracts not available, in accordance with the Trust Instrument, for distribution. To the extent that the interests of the Trustee and the bond holders under the Trust Instrument are fully satisfied, or if proceeds of the Contracts are otherwise distributed to the owners of the Trust free and clear of claims of said Trustee (as defined in the Trust Instrument), claims against the Trust may be satisfied from the Contracts or the distributable proceeds thereof. BANK OF AMERICA NA By:______________________ Print Name: Title: [NAME OF PURCHASER TRUST] By: [NAME OF TRUSTEE], not in its individual capacity but solely in its capacity as Trustee By:______________________ Print Name: Title: THE FIRST MARBLEHEAD CORPORATION By:______________________ Print Name: Title: EXHIBIT D CERTIFICATE OF BANK OF AMERICA, N.A. This Certificate is being delivered to Xxxxxxx Xxxxxxxx & Xxxx ("TPW") for reliance hereon by TPW in rendering its opinion letter to which this Certificate is annexed, dated the date hereof (the "Opinion Letter"). The undersigned understands, acknowledges and agrees that the facts set forth in the Opinion Letter have been relied upon by TPW in rendering the Opinion Letter and by each addressee thereof and other parties to the transactions to which the Opinion Letter relates in the consummation of those transactions. Capitalized terms not defined herein have the meanings assigned to them in the Opinion Letter and the Agreements. The undersigned hereby represents, warrants, covenants and certifies, after reasonable investigation and review and consultation as appropriate with its attorneys and independent accountants, as follows:

Limitation of Recourse to the Trust. Notwithstanding any provision of this Agreement to the contrary, all obligations of the Trust under this Agreement shall be payable only from the rights of the Trust in the Contracts. No recourse shall be had against the general funds of the Trust, nor against any income or proceeds of the Contracts not available, in accordance with the Trust Instrument, for distribution. To the extent that the interests of the Trustee and the bond holders under the Trust Instrument are fully satisfied, or if proceeds of the Contracts are otherwise distributed to the owners of the Trust free and clear of claims of said Trustee (as defined in the Trust Instrument), claims against the Trust may be satisfied from the Contracts or the distributable proceeds thereof. BANK OF AMERICA NA By:______________________ : Print Name: Title: [NAME OF PURCHASER TRUST] By: [NAME OF TRUSTEE], not in its individual capacity but solely in its capacity as Trustee By:______________________ : Print Name: Title: THE FIRST MARBLEHEAD CORPORATION By:______________________ : Print Name: Title: EXHIBIT D CERTIFICATE OF BANK OF AMERICA, N.A. This Certificate is being delivered to Xxxxxxx Txxxxxx Xxxxxxxx & Xxxx Wxxx ("“TPW"”) for reliance hereon by TPW in rendering its opinion letter to which this Certificate is annexed, dated the date hereof (the "“Opinion Letter"”). The undersigned understands, acknowledges and agrees that the facts set forth in the Opinion Letter have been relied upon by TPW in rendering the Opinion Letter and by each addressee thereof and other parties to the transactions to which the Opinion Letter relates in the consummation of those transactions. Capitalized terms not defined herein have the meanings assigned to them in the Opinion Letter and the Agreements. The undersigned hereby represents, warrants, covenants and certifies, after reasonable investigation and review and consultation as appropriate with its attorneys and independent accountants, as follows:

Limitation of Recourse to the Trust. Notwithstanding any provision of this Agreement to the contrary, all obligations of the Trust under this Agreement shall be payable only from the rights of the Trust in the Contracts. No recourse shall be had against the general funds of the Trust, nor against any income or proceeds of the Contracts not available, in accordance with the Trust Instrument, for distribution. To the extent that the interests of the Trustee and the bond holders under the Trust Instrument are fully satisfied, or if proceeds of the Contracts are otherwise distributed to the owners of the Trust free and clear of claims of said Trustee (as defined in the Trust Instrument), claims against the Trust may be satisfied from the Contracts or the distributable proceeds thereof. BANK OF AMERICA NA By:______________________ : ------------------------------- Print Name: 56 Title: [NAME OF PURCHASER TRUST] By: [NAME OF TRUSTEE], not in its individual capacity but solely SOLELY in its capacity as Trustee By:______________________ : ------------------------------- Print Name: Title: THE FIRST MARBLEHEAD CORPORATION By:______________________ : ------------------------------- Print Name: Title: 57 EXHIBIT D CERTIFICATE OF BANK OF AMERICA, N.A. This Certificate is being delivered to Xxxxxxx Xxxxxxxx & Xxxx ("TPW") for reliance hereon by TPW in rendering its opinion letter to which this Certificate is annexed, dated the date hereof (the "Opinion LetterOPINION LETTER"). The undersigned understands, acknowledges and agrees that the facts set forth in the Opinion Letter have been relied upon by TPW in rendering the Opinion Letter and by each addressee thereof and other parties to the transactions to which the Opinion Letter relates in the consummation of those transactions. Capitalized terms not defined herein have the meanings assigned to them in the Opinion Letter and the Agreements. The undersigned hereby represents, warrants, covenants and certifies, after reasonable investigation and review and consultation as appropriate with its attorneys and independent accountants, as follows:

Limitation of Recourse to the Trust. Notwithstanding any provision of this Agreement to the contrary, all obligations of the Trust under this Agreement shall be payable only from the rights of the Trust in the Contracts. No recourse shall be had against the general funds of the Trust, nor against any income or proceeds of the Contracts not available, in accordance with the Trust Instrument, for distribution. To the extent that the interests of the Trustee and the bond holders under the Trust Instrument are fully satisfied, or if proceeds of the Contracts are otherwise distributed to the owners of the Trust free and clear of claims of said Trustee (as defined in the Trust Instrument), claims against the Trust may be satisfied from the Contracts or the distributable proceeds thereof. BANK OF AMERICA NA By:______________________ : Print Name: Title: [NAME OF PURCHASER TRUST] By: [NAME OF TRUSTEE], not in its individual capacity but solely in its capacity as Trustee By:______________________ : Print Name: Title: THE FIRST MARBLEHEAD CORPORATION By:______________________ : Print Name: Title: EXHIBIT D CERTIFICATE OF BANK OF AMERICA, N.A. This Certificate is being delivered to Xxxxxxx Xxxxxxxx & Xxxx ("“TPW"”) for reliance hereon by TPW in rendering its opinion letter to which this Certificate is annexed, dated the date hereof (the "“Opinion Letter"”). The undersigned understands, acknowledges and agrees that the facts set forth in the Opinion Letter have been relied upon by TPW in rendering the Opinion Letter and by each addressee thereof and other parties to the transactions to which the Opinion Letter relates in the consummation of those transactions. Capitalized terms not defined herein have the meanings assigned to them in the Opinion Letter and the Agreements. The undersigned hereby represents, warrants, covenants and certifies, after reasonable investigation and review and consultation as appropriate with its attorneys and independent accountants, as follows:

Limitation of Recourse to the Trust. Notwithstanding any provision of this Agreement to the contrary, all obligations of the Trust under this Agreement shall be payable only from the rights of the Trust in the Contracts. No recourse shall be had against the general funds of the Trust, nor against any income or proceeds of the Contracts not available, in accordance with the Trust Instrument, for distribution. To the extent that the interests of the Trustee and the bond holders under the Trust Instrument are fully satisfied, or if proceeds of the Contracts are otherwise distributed to the owners of the Trust free and clear of claims of said Trustee (as defined in the Trust Instrument), claims against the Trust may be satisfied from the Contracts or the distributable proceeds thereof. BANK OF AMERICA NA By:______________________ : Print Name: Title: [NAME OF PURCHASER TRUST] By: [NAME OF TRUSTEE], not in its individual capacity but solely in its capacity as Trustee By:______________________ : Print Name: Title: THE FIRST MARBLEHEAD CORPORATION By:______________________ : Print Name: Title: EXHIBIT D CERTIFICATE OF BANK OF AMERICA, N.A. This Certificate is being delivered to Xxxxxxx Xxxxxxxx & Xxxx ("TPW") for reliance hereon by TPW in rendering its opinion letter to which this Certificate is annexed, dated the date hereof (the "Opinion Letter"). The undersigned understands, acknowledges and agrees that the facts set forth in the Opinion Letter have been relied upon by TPW in rendering the Opinion Letter and by each addressee thereof and other parties to the transactions to which the Opinion Letter relates in the consummation of those transactions. Capitalized terms not defined herein have the meanings assigned to them in the Opinion Letter and the Agreements. The undersigned hereby represents, warrants, covenants and certifies, after reasonable investigation and review and consultation as appropriate with its attorneys and independent accountants, as follows: