Trustee Liability Limitations. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by U.S. Bank National Association, not individually or personally but solely as Trustee of Party A and Party B, in the exercise of the powers and authority conferred and vested in it and that U.S. Bank National Association shall perform its duties and obligations hereunder in accordance with the standard of care set forth in Article VIII of the Pooling and Servicing Agreement, (b) each of the representations, undertakings and agreements herein made on the part of Party A and Party B is made and intended not as personal representations, undertakings and agreements by U.S. Bank National Association but is made and intended for the purpose of binding only Party A and Party B, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank 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; provided that nothing in this paragraph shall relieve U.S. Bank National Association from performing its duties and obligations hereunder and under the Pooling and Servicing Agreement in accordance with the standard of care set forth therein, and (d) under no circumstances shall U.S. Bank National Association be personally liable for the payment of any indebtedness or expenses of Party A or Party B or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Party A or Party B under this Agreement or any other related documents; provided, that nothing in this paragraph shall relieve U.S. Bank National Association from performing its duties and obligations hereunder and under the Pooling and Servicing Agreement in accordance with the standard of care set forth herein and therein. o "Affiliate". Party A and Party B shall be deemed to not have any Affiliates for purposes of this Agreement, including for purposes of Section 6(b)(ii). o Section 3 of the ISDA Form Master Agreement is hereby amended by adding at the end thereof the following subsection (g):
Trustee Liability Limitations. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed by Deutsche Bank National Trust Company ("DBNTC") not in its individual capacity, but solely as Trustee under the Base Agreement in the exercise of the powers and authority conferred and invested in it thereunder; (b) DBNTC has been directed pursuant to the Base Agreement to enter into this Agreement and to perform its obligations hereunder; (c) each of the representations, undertakings and agreements herein made on behalf of the Trust is made and intended not as personal representations of DBNTC but is made and intended for the purpose of binding only the Trust; and (d) under no circumstances shall DBNTC in its individual capacity be personally liable for any payments hereunder or for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Agreement.
Trustee Liability Limitations. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Xxxxx Fargo Bank, N.A. ("Xxxxx"), not individually or personally but solely as Securities Administrator, in the exercise of the powers and authority conferred and vested in it pursuant to the Administration Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Counterparty is made and intended not as personal representations, undertakings and agreements by Xxxxx but is made and intended for the purpose of binding only the Counterparty, (c) nothing herein contained shall be construed as creating any liability on Xxxxx, 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; provided that nothing in this paragraph shall relieve Xxxxx from performing its duties and obligations under the Administration Agreement in accordance with the standard of care set forth therein, and (d) under no circumstances shall Xxxxx be personally liable for the payment of any indebtedness or expenses of the Counterparty or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Counterparty under this Agreement or any other related documents.
Trustee Liability Limitations. It is expressly understood and agreed by the parties hereto that:
Trustee Liability Limitations. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Deutsche Bank National Trust Company (DBNTC), not individually or personally but solely as Trustee of the Counterparty, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Counterparty is made and intended not as personal representations, undertakings and agreements by DBNTC but is made and intended for the purpose of binding only the Counterparty, (c) nothing herein contained shall be construed as creating any liability on DBNTC, individually or personally, to perform any covenant either express or implied contained herein, all such liability , if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall DBNTC be personally liable for the payment of any indebtedness or expenses of the Counterparty or be liable for the breach or failure of any obligation, representation, warrany or covenant made or undertaken by the Counterparty under this Agreement or any other related documents.
Trustee Liability Limitations. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed by Xxxxx Fargo Bank, N.A. ("Xxxxx Fargo") not in its individual capacity, but solely as Trustee under the Pooling and Servicing Agreement in the exercise of the powers and authority conferred and invested in it thereunder; (b)Xxxxx Fargo has been directed pursuant to the Pooling and Servicing Agreement to enter into this Agreement and to perform its obligations hereunder; (c) each of the representations, undertakings and agreements herein made on behalf of the Xxxxx Fargo is made and intended not as personal representations of Xxxxx Fargo but is made and intended for the purpose of binding only the Trust; and (d) under no circumstances shall Xxxxx Fargo in its individual capacity be personally liable for any payments hereunder or for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Agreement.
Trustee Liability Limitations. Party A and Party B agree to the following: (a) LaSalle Bank National Association ("LaSalle") is entering into this Agreement not in its individual or corporate capacity, but solely as Trustee for ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4; (b) in no case shall LaSalle (or any person acting as successor Trustee for ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4) be personally liable for or on account of any of the statements, representations, warranties, covenants or obligations stated to be those of Party B under the terms of this Agreement, all such liability, if any, being expressly waived by Party A and any person claiming by, through or under Party A; and (c) recourse against Party B shall be limited to the assets available as set forth herein and under the Pooling and Servicing Agreement. This Part 5(n) shall survive the termination of this Agreement.
Trustee Liability Limitations. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed by Wilmington Trust Company (“X”) not in its individual capacity, but solely as Trustee under the Base Agreements in the exercise of the powers and authority conferred and invested in it thereunder; (b) X has been directed pursuant to the Base Agreements to enter into this Agreement and to perform its obligations hereunder; (c) each of the representations, undertakings and agreements herein made on behalf of the Trust is made and intended not as personal representations of the Trustee but is made and intended for the purpose of binding only the Trust; and (d) under no circumstances shall X in its individual capacity be personally liable for any payments hereunder or for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Agreement, other than due to its negligence or willful misconduct in performing the obligations of the Trustee under the Base Agreements or this Agreement.
Trustee Liability Limitations. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed by HSBC Bank USA, National Association (“HSBC”) not in its individual capacity, but solely as Trustee under the Pooling and Servicing Agreement in the exercise of the powers and authority conferred and invested in it thereunder; (b) Trustee has been directed pursuant to the Pooling and Servicing Agreement to enter into this Agreement and to perform its obligations hereunder; (c) each of the representations, undertakings and agreements herein made on behalf of the Trustee is made and intended not as personal representations of Trustee but is made and intended for the purpose of binding only the Trust; and (d) under no circumstances shall HSBC in its individual capacity be personally liable for any payments hereunder or for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Agreement.
Trustee Liability Limitations. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by LaSalle Bank National Association (“LaSalle”), not individually or personally but solely as Trustee on behalf of the Supplemental Interest Trust, (b) each of the representations, undertakings and agreements herein made on the part of the Counterparty is made and intended not as personal representations, undertakings and agreements by LaSalle but is made and intended for the purpose of binding only the Counterparty, (c) nothing herein contained shall be construed as creating any liability on LaSalle, 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; provided that nothing in this paragraph shall relieve LaSalle from performing its duties and obligations under the Pooling and Servicing Agreement in accordance with the standard of care set forth therein, (d) under no circumstances shall LaSalle be personally liable for the payment of any indebtedness or expenses of the Counterparty or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Counterparty under this Agreement or any other related documents, other than due to its gross negligence or willful misconduct in performing the obligations of the Trustee under the Pooling and Servicing Agreement. Any resignation or removal of LaSalle as Trustee on behalf of the Supplemental Interest Trust shall require the assignment of this agreement to LaSalle’s replacement, and (e) the parties hereto acknowledge and agree that under (i) the Swap Administration Agreement, dated as of October 31, 2005, among LaSalle Bank National Association, as swap administrator (in such capacity, the “Swap Administrator”), LaSalle Bank National Association, as Supplemental Interest Trust Trustee, the Trustee, and LaSalle Bank National Association, as indenture trustee for CMO Holdings II Ltd., BSABS HE10 NIM Trust 2005-HE10, Asset-Backed Notes, Series 2005-HE10, (ii) the Pooling and Servicing Agreement, and (iii) this Agreement, the Swap Administrator may act for Counterparty hereunder, and IXIS hereby acknowledges and agrees that it will, unless otherwise directed by the Trustee or the Swap Administrator, make all payments hereunder to the account specified below. IXIS shall be...
