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

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of Delaware, not in its individual capacity but solely as Owner Trustee and in no event shall BNY Mellon Trust of Delaware 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 99 contracts

Samples: Administration Agreement (Ally Auto Receivables Trust 2019-4), Administration Agreement (Ally Auto Receivables Trust 2019-4), Administration Agreement (Ally Auto Receivables Trust 2019-3)

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Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrarycontrary contained herein, this Agreement has been countersigned by BNY Mellon Trust of Delaware, the Owner Trustee not in its individual capacity but solely in its capacity as Owner Trustee of the Trust, and in no event shall BNY Mellon Trust of Delaware the Owner Trustee in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Trust hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityTrust. 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 Issuing Entity Trust hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrarycontrary contained herein, this Agreement has been countersigned accepted by Deutsche Bank Trust Company Americas, the Indenture Trustee not in its individual capacity but solely in its capacity as Indenture Trustee Trustee, and in no event shall Deutsche Bank Trust Company Americas the Indenture Trustee in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Trust hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureTrust.

Appears in 46 contracts

Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (CarMax Auto Owner Trust 2015-4)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely in its capacity as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer are made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, 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 any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (v) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or the other related documents. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed by BNY Mellon Trust of DelawareXxxxx Fargo Bank, not in its individual capacity but solely National Association, as Owner Indenture Trustee and in no event shall BNY Mellon Trust of Delaware Xxxxx Fargo Bank, National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust AgreementIssuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 44 contracts

Samples: Administration Agreement (GM Financial Automobile Leasing Trust 2021-3), Administration Agreement (GM Financial Automobile Leasing Trust 2021-3), Administration Agreement (GM Financial Automobile Leasing Trust 2021-2)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (a) this 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, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, 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 of the Issuer, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Wilmington Trust, National Association has not verified and made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and (e) 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 any other related documents. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of Delaware, the Indenture Trustee not in its individual capacity but solely as Owner Trustee Indenture Trustee, and in no event shall BNY Mellon Trust of Delaware the Indenture Trustee in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust AgreementIssuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 40 contracts

Samples: Administration Agreement (CarMax Auto Owner Trust 2024-4), Administration Agreement (Carmax Auto Funding LLC), Administration Agreement (CarMax Auto Owner Trust 2024-3)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed by BNY Mellon U.S. Bank Trust of DelawareNational Association, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon U.S. Bank Trust National Association, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer in accordance with the priorities set forth herein. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity Issuer hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company AmericasCitibank, N.A., not in its individual capacity but solely in its capacity as Indenture Trustee Trustee, and in no event shall Deutsche Bank Trust Company Americas Citibank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For Issuer in accordance with the priorities set forth herein. (c) No recourse under any obligation, covenant or agreement of the Issuer contained in this Agreement shall be had against any agent of the Issuer (including the Administrator and the Owner Trustee) as such by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely an obligation of the Issuer as a Delaware statutory trust, and that no personal liability whatever shall attach to or be incurred by any agent of the Issuer (including the Administrator and the Owner Trustee), as such, under or by reason of any of the obligations, covenants or agreements of the Issuer contained in this Agreement, or implied therefrom, and that any and all purposes personal liability for breaches by the Issuer of any such obligations, covenants or agreements, either at common law or at equity, or by statute or constitution, of every such agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 40 contracts

Samples: Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2024-C), Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2024-C), Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2024-B)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as Owner Trustee of the Trust, 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 Trust is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association but is made and intended for the purpose of binding only the 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 herein of the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Wilmington Trust, National Association has not verified and made no investigation as to the accuracy or completeness of any representations and warranties made by the Trust in this Agreement and (e) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents. (b) Notwithstanding anything contained herein to the contrarycontrary contained herein, this Agreement has been countersigned accepted by BNY Mellon Trust of Delaware, the Indenture Trustee not in its individual capacity but solely as Owner Trustee Indenture Trustee, and in no event shall BNY Mellon Trust of Delaware the Indenture Trustee in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Trust hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust AgreementTrust. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 40 contracts

Samples: Sale and Servicing Agreement (CarMax Auto Owner Trust 2024-4), Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (CarMax Auto Owner Trust 2024-3)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust The Bank of DelawareNew York Mellon, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY The Bank of New York Mellon, in its individual capacity or, except as expressly provided in the Trust Agreement, The Bank of New York Mellon Trust as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Eight of the Trust AgreementAgreement as if specifically set forth herein. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company AmericasCitibank, N.A., not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas Citibank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureIssuer.

Appears in 29 contracts

Samples: Sale and Servicing Agreement (Honda Auto Receivables 2024-3 Owner Trust), Sale and Servicing Agreement (Honda Auto Receivables 2024-3 Owner Trust), Sale and Servicing Agreement (Honda Auto Receivables 2024-1 Owner Trust)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the Trust, 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 Trust is made and intended not as personal representations, undertakings and agreements by U.S. Bank Trust National Association but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association, individually or personally, to perform any covenant either expressed or implied contained herein of the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) U.S. Bank Trust National Association has not verified and made no investigation as to the accuracy or completeness of any representations and warranties made by the Trust in this Agreement and (e) under no circumstances shall U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents. (b) Notwithstanding anything contained herein to the contrarycontrary contained herein, this Agreement has been countersigned accepted by BNY Mellon Trust of Delaware, the Indenture Trustee not in its individual capacity but solely as Owner Trustee Indenture Trustee, and in no event shall BNY Mellon Trust of Delaware the Indenture Trustee in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Trust hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust AgreementTrust. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 28 contracts

Samples: Sale and Servicing Agreement (CarMax Auto Owner Trust 2023-3), Sale and Servicing Agreement (CarMax Auto Owner Trust 2023-3), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Xxxxx Fargo Delaware Trust of DelawareCompany, N.A. not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity and in no event shall BNY Mellon Xxxxx Fargo Delaware Trust of Delaware Company, N.A. in its individual capacity 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. 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 Issuing Entity hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche U.S. Bank Trust Company Americas, National Association not in its individual capacity capacity, but solely in its capacity as Indenture Trustee and in no event shall Deutsche U.S. Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 27 contracts

Samples: Sale and Servicing Agreement (John Deere Owner Trust 2021-B), Sale and Servicing Agreement (John Deere Owner Trust 2021-B), Sale and Servicing Agreement (John Deere Owner Trust 2021)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by 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, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by U.S. Bank 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 U.S. Bank Trust National Association, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuer, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) U.S. Bank Trust National Association has not verified and made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and (e) under no circumstances shall 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 any other related documents. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of Delaware, the Indenture Trustee not in its individual capacity but solely as Owner Trustee Indenture Trustee, and in no event shall BNY Mellon Trust of Delaware the Indenture Trustee in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust AgreementIssuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 26 contracts

Samples: Administration Agreement (Carmax Auto Funding LLC), Administration Agreement (Carmax Auto Funding LLC), Administration Agreement (Carmax Auto Funding LLC)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust The Bank of DelawareNew York Mellon, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY The Bank of New York Mellon, in its individual capacity or, except as expressly provided in the Trust Agreement, The Bank of New York Mellon Trust as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Eight of the Trust AgreementAgreement as if specifically set forth herein. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche U.S. Bank Trust Company AmericasNational Association, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche U.S. Bank Trust Company Americas National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureIssuer.

Appears in 24 contracts

Samples: Sale and Servicing Agreement (Honda Auto Receivables 2021-4 Owner Trust), Sale and Servicing Agreement (Honda Auto Receivables 2021-4 Owner Trust), Sale and Servicing Agreement (Honda Auto Receivables 2021-2 Owner Trust)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (iii) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (iv) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement, and (v) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Agreement or any other related documents. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by BNY Mellon Trust of DelawareU.S. Bank National Association, not in its individual capacity but solely as Owner Indenture Trustee and in no event shall BNY Mellon Trust of Delaware 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject toentitled to all rights, privileges, benefits, protections, immunities, and entitled indemnities provided to the benefits of, the terms and provisions of Article VI of it under the Indenture.

Appears in 22 contracts

Samples: Sale and Servicing Agreement (World Omni Auto Receivables Trust 2022-A), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2022-A), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2021-D)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by the Owner Trustee, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed by BNY Mellon Trust of DelawareU.S. Bank, not in its individual capacity but solely as Owner Trustee Indenture Trustee, and in no event shall BNY Mellon Trust of Delaware U.S. Bank have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust AgreementIssuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 22 contracts

Samples: Administration Agreement (Mercedes-Benz Auto Lease Trust 2021-B), Administration Agreement (Mercedes-Benz Auto Lease Trust 2021-B), 2021 a Administration Agreement (Mercedes-Benz Auto Lease Trust 2021-A)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Wilmington Trust of DelawareCompany, not in its individual capacity but solely in its capacity as Owner Trustee of the Trust and in no event shall BNY Mellon Wilmington Trust Company in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of Delaware the Trust, have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Trust hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityTrust. 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 Issuing Entity Trust hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank of Tokyo-Mitsubishi Trust Company AmericasCompany, not in its individual capacity but solely in its capacity as Indenture Trustee Trustee, and in no event shall Deutsche Bank of Tokyo-Mitsubishi Trust Company Americas have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Trust hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureTrust.

Appears in 22 contracts

Samples: Sale and Servicing Agreement (Mmca Auto Receivables Trust), Sale and Servicing Agreement (Mmca Auto Owner Trust 2002-4), Sale and Servicing Agreement (Mmca Auto Owner Trust 2001-3)

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

Appears in 21 contracts

Samples: Sale and Servicing Agreement (Exeter Automobile Receivables Trust 2024-5), Sale and Servicing Agreement (Exeter Automobile Receivables Trust 2024-5), Sale and Servicing Agreement (Exeter Automobile Receivables Trust 2024-4)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned executed by BNY Mellon Trust of Delaware, not the Owner Trustee solely in its individual capacity but solely as Owner Trustee and in no event shall BNY Mellon Trust the Owner Trustee in its individual capacity or any beneficial owner of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles 6, 7 and 8 of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by the Indenture Trustee solely as Indenture Trustee and in no event shall the Indenture Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For Issuer. (c) No recourse under any obligation, covenant or agreement of the Issuer contained in this Agreement shall be had against any agent of the Issuer (including the Administrator and the Owner Trustee) as such by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely an obligation of the Issuer as a Delaware statutory trust, and that no personal liability whatever shall attach to or be incurred by any agent of the Issuer (including the Administrator and the Owner Trustee), as such, under or by reason of any of the obligations, covenants or agreements of the Issuer contained in this Agreement, or implied therefrom, and that any and all purposes personal liability for breaches by the Issuer of any such obligations, covenants or agreements, either at common law or at equity, or by statute or constitution, of every such agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 20 contracts

Samples: Owner Trust Administration Agreement (Hyundai Abs Funding LLC), Owner Trust Administration Agreement (Hyundai Abs Funding LLC), Owner Trust Administration Agreement (Hyundai Abs Funding Corp)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned by BNY Mellon Wilmington Trust of Delaware, Company not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Wilmington Trust Company in its individual capacity or any beneficial owner of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Bank of Tokyo-Mitsubishi Trust Company not in its individual capacity but solely as Indenture Trustee and in no event shall Bank of Tokyo-Mitsubishi Trust Company have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust AgreementIssuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 18 contracts

Samples: Administration Agreement (Mmca Auto Owner Trust 2001-4), Administration Agreement (Mmca Auto Owner Trust 2002-5), Administration Agreement (Mmca Auto Receivables Trust)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (iii) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (v) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Agreement or any other related documents. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of DelawareU.S. Bank National Association, not in its individual capacity but solely as Owner Trustee Indenture Trustee, and in no event shall BNY Mellon Trust of Delaware 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the all its benefits of, the terms and provisions of Article VI of under the Indenture.

Appears in 14 contracts

Samples: Administration Agreement (World Omni Auto Receivables LLC), Administration Agreement (World Omni Auto Receivables Trust 2019-B), Administration Agreement (World Omni Auto Receivables Trust 2019-A)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed by BNY Mellon Wilmington Trust of DelawareCompany, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer, and in no event shall BNY Mellon Wilmington Trust Company in its individual capacity or any beneficial owner of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed by BNY Midwest Trust Company, not in its individual capacity but solely as Indenture Trustee, and in no event shall BNY Midwest Trust Company have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust AgreementIssuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 12 contracts

Samples: Sale and Servicing Agreement (Harley Davidson Customer Funding Corp), Sale and Servicing Agreement (Harley Davidson Customer Funding Corp), Sale and Servicing Agreement (Harley Davidson Customer Funding Corp)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (iii) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (iv) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Agreement or any other related documents. 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 Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of DelawareU.S. Bank National Association, not in its individual capacity but solely as Owner Trustee Indenture Trustee, and in no event shall BNY Mellon Trust of Delaware 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the all its benefits of, the terms and provisions of Article VI of under the Indenture.

Appears in 10 contracts

Samples: Administration Agreement (World Omni Auto Receivables Trust 2015-A), Administration Agreement (World Omni Auto Receivables LLC), Administration Agreement (World Omni Auto Receivables LLC)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned by BNY Mellon Trust of Delaware, not the Owner Trustee solely in its individual capacity but solely as Owner Trustee and in no event shall BNY Mellon Trust the Owner Trustee in its individual capacity or any beneficial owner of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by the Indenture Trustee solely as Indenture Trustee and in no event shall the Indenture Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For Issuer. (c) No recourse under any obligation, covenant or agreement of the Issuer contained in this Agreement shall be had against any agent of the Issuer (including the Owner Trust Administrator and the Owner Trustee) as such by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely an obligation of the Issuer as a Delaware statutory trust, and that no personal liability whatsoever shall attach to or be incurred by any agent of the Issuer (including the Owner Trust Administrator and the Owner Trustee), as such, under or by reason of any of the obligations, covenants or agreements of the Issuer contained in this Agreement, or implied therefrom, and that any and all purposes personal liability for breaches by the Issuer of any such obligations, covenants or agreements, either at common law or at equity, or by statute or constitution, of every such agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 10 contracts

Samples: Owner Trust Administration Agreement (BMW Fs Securities LLC), Owner Trust Administration Agreement (BMW Fs Securities LLC), Owner Trust Administration Agreement (BMW Fs Securities LLC)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (iii) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto and (iv) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Agreement or any other related documents. 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 Issuing Entity 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 and the Administration Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by BNY Mellon Trust of DelawareU.S. Bank National Association, not in its individual capacity but solely as Owner Indenture Trustee and in no event shall BNY Mellon Trust of Delaware 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 10 contracts

Samples: Sale and Servicing Agreement (World Omni Auto Receivables Trust 2015-A), Sale and Servicing Agreement (World Omni Auto Receivables LLC), Sale and Servicing Agreement (World Omni Auto Receivables LLC)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned by BNY Mellon Wilmington Trust of Delaware, Company not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Wilmington Trust Company in its individual capacity or any beneficial owner of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by The Bank of New York Mellon Trust Company, N.A. not in its individual capacity but solely as Indenture Trustee and in no event shall The Bank of New York Mellon Trust Company, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust AgreementIssuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 10 contracts

Samples: Administration Agreement (Harley-Davidson Motorcycle Trust 2011-2), Administration Agreement (Harley-Davidson Motorcycle Trust 2011-2), Administration Agreement (Harley-Davidson Motorcycle Trust 2011-1)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed by BNY Mellon Wilmington Trust of Delaware, Company not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Wilmington Trust Company in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer in accordance with the priorities set forth herein. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity Issuer hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company AmericasCitibank, N.A., not in its individual capacity but solely in its capacity as Indenture Trustee Trustee, and in no event shall Deutsche Bank Trust Company Americas Citibank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, Issuer in accordance with the performance of any duties or obligations of the Issuing Entity 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.

Appears in 9 contracts

Samples: Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2012-A), Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2011-A), Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2010-A)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust The Bank of DelawareNew York Mellon, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY The Bank of New York Mellon, in its individual capacity or, except as expressly provided in the Trust Agreement, The Bank of New York Mellon Trust as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Eight of the Trust AgreementAgreement as if specifically set forth herein. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche U.S. Bank Trust Company AmericasCompany, National Association, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche U.S. Bank Trust Company Americas Company, National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureIssuer.

Appears in 9 contracts

Samples: Sale and Servicing Agreement (Honda Auto Receivables 2024-4 Owner Trust), Sale and Servicing Agreement (Honda Auto Receivables 2024-4 Owner Trust), Sale and Servicing Agreement (Honda Auto Receivables 2024-2 Owner Trust)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Computershare Delaware Trust of Delaware, Company not in its individual capacity capacity, but solely in its capacity as Owner Trustee of the Issuing Entity and in no event shall BNY Mellon Computershare Delaware Trust of Delaware Company in its individual capacity 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. 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 Issuing Entity hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche U.S. Bank Trust Company AmericasCompany, National Association not in its individual capacity capacity, but solely in its capacity as Indenture Trustee and U.S. Bank National Association not in its individual capacity, but solely as Account Bank and in no event shall Deutsche U.S. Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 8 contracts

Samples: Sale and Servicing Agreement (Deere John Capital Corp), Sale and Servicing Agreement (John Deere Receivables LLC), Sale and Servicing Agreement (Deere John Capital Corp)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned executed by BNY Mellon Trust of Delaware, not the Owner Trustee solely in its individual capacity but solely as Owner Trustee and in no event shall BNY Mellon Trust the Owner Trustee in its individual capacity or any beneficial owner of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by the Indenture Trustee solely as Indenture Trustee and in no event shall the Indenture Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For Issuer. (c) No recourse under any obligation, covenant or agreement of the Issuer contained in this Agreement shall be had against any agent of the Issuer (including the Administrator and the Owner Trustee) as such by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely an obligation of the Issuer as a Delaware statutory trust, and that no personal liability whatever shall attach to or be incurred by any agent of the Issuer (including the Administrator and the Owner Trustee), as such, under or by reason of any of the obligations, covenants or agreements of the Issuer contained in this Agreement, or implied therefrom, and that any and all purposes personal liability for breaches by the Issuer of any such obligations, covenants or agreements, either at common law or at equity, or by statute or constitution, of every such agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 8 contracts

Samples: Owner Trust Administration Agreement (Hyundai Abs Funding Corp), Owner Trust Administration Agreement (Hyundai Auto Receivables Trust 2008-A), Owner Trust Administration Agreement (Hyundai Abs Funding Corp)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of Delaware, not in its individual capacity but solely as Owner Trustee and in no event shall BNY Mellon Trust of Delaware 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche U.S. Bank Trust Company AmericasCompany, National Association, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche U.S. Bank Trust Company Americas Company, National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 8 contracts

Samples: Administration Agreement (Ally Auto Receivables Trust 2023-1), Administration Agreement (Ally Auto Receivables Trust 2023-1), Administration Agreement (Ally Auto Receivables Trust 2022-3)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (iii) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (v) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Agreement or any other related documents. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of DelawareU.S. Bank National Association, not in its individual capacity but solely as Owner Trustee Indenture Trustee, and in no event shall BNY Mellon Trust of Delaware 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. For all purposes of this Agreement, in the performance of any duties or obligations of rights, privileges, protections, immunities and benefits given to the Issuing Entity hereunderIndenture Trustee, including, without limitation, its right to be indemnified, under the Owner Trustee shall be subject Indenture, are extended to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunderenforceable by, the Indenture Trustee shall be subject toin its capacity hereunder, and entitled each agent, custodian and other Person employed to the benefits of, the terms and provisions of Article VI of the Indentureact hereunder.

Appears in 8 contracts

Samples: Administration Agreement (World Omni Auto Receivables Trust 2022-A), Administration Agreement (World Omni Auto Receivables Trust 2022-A), Administration Agreement (World Omni Auto Receivables Trust 2021-D)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of DelawareUnion Bank, N.A., not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Union Bank, N.A., in its individual capacity or, except as expressly provided in the Trust Agreement, Union Bank, N.A., as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Eight of the Trust AgreementAgreement as if specifically set forth herein. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company AmericasCitibank, N.A., not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas Citibank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureIssuer.

Appears in 7 contracts

Samples: Sale and Servicing Agreement (Honda Auto Receivables 2014-1 Owner Trust), Sale and Servicing Agreement (Honda Auto Receivables 2014-1 Owner Trust), Sale and Servicing Agreement (Honda Auto Receivables 2012-4 Owner Trust)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Deutsche Bank Trust of Company Delaware, not in its individual capacity but solely as Owner Trustee and in no event shall BNY Mellon Deutsche Bank Trust of Company Delaware 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche The Bank of New York Trust Company AmericasCompany, N.A., not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche The Bank of New York Trust Company Americas Company, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 7 contracts

Samples: Administration Agreement (Capital Auto Receivables Asset Trust 2007-3), Administration Agreement (Capital Auto Receivables LLC), Administration Agreement (Capital Auto Receivables LLC)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned by BNY Mellon Trust of Delaware, not the Owner Trustee solely in its individual capacity but solely as Owner Trustee and in no event shall BNY Mellon Trust the Owner Trustee in its individual capacity or any beneficial owner of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by the Indenture Trustee solely as Indenture Trustee and in no event shall the Indenture Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For Issuer. (c) No recourse under any obligation, covenant or agreement of the Issuer contained in this Agreement shall be had against any agent of the Issuer (including the Owner Trust Administrator and the Owner Trustee) as such by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely an obligation of the Issuer as a Delaware statutory trust, and that no personal liability whatever shall attach to or be incurred by any agent of the Issuer (including the Owner Trust Administrator and the Owner Trustee), as such, under or by reason of any of the obligations, covenants or agreements of the Issuer contained in this Agreement, or implied therefrom, and that any and all purposes personal liability for breaches by the Issuer of any such obligations, covenants or agreements, either at common law or at equity, or by statute or constitution, of every such agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 6 contracts

Samples: Owner Trust Administration Agreement (BMW Fs Securities LLC), Owner Trust Administration Agreement (BMW Fs Securities LLC), Owner Trust Administration Agreement (BMW Vehicle Owner Trust 2006-A)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by the Owner Trustee, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed by BNY Mellon U.S. Bank Trust of DelawareCo., not in its individual capacity but solely as Owner Trustee Indenture Trustee, and in no event shall BNY Mellon U.S. Bank Trust of Delaware Co. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust AgreementIssuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 6 contracts

Samples: Administration Agreement (Mercedes-Benz Auto Lease Trust 2024-A), Administration Agreement (Mercedes-Benz Auto Lease Trust 2024-A), Administration Agreement (Mercedes-Benz Auto Lease Trust 2023-A)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of DelawareCitibank, National Association, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Citibank, National Association, in its individual capacity or, except as expressly provided in the Trust Agreement, Citibank, National Association, as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Eight of the Trust AgreementAgreement as if specifically set forth herein. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche U.S. Bank Trust Company AmericasNational Association, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche U.S. Bank Trust Company Americas National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureIssuer.

Appears in 6 contracts

Samples: Sale and Servicing Agreement (Honda Auto Receivables 2013-4 Owner Trust), Sale and Servicing Agreement (Honda Auto Receivables 2013-4 Owner Trust), Sale and Servicing Agreement (Honda Auto Receivables 2012-3 Owner Trust)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned by BNY Mellon Trust of DelawareChase Manhattan Bank USA, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Trust Chase Manhattan Bank USA, National Association in its individual capacity or any beneficial owner of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas not in its individual capacity but solely as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes Issuer. (c) In no event shall the Indenture Trustee be liable for any indirect, special, punitive or consequential loss or damage of this Agreementany kind whatsoever, including lost profits, even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (d) In no event shall the Indenture Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any duties laws, ordinances, regulations, governmental action or obligations the like which delay, restrict or prohibit the providing of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust services contemplated by this Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 6 contracts

Samples: Administration Agreement (WFS Receivables Corp), Administration Agreement (WFS Financial 2005-1 Owner Trust), Administration Agreement (WFS Receivables Corp 4)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned by BNY Mellon Trust of DelawareWilmington Trust, National Association, not in its individual capacity capacity, but solely in its capacity as Owner Trustee of the Issuing Entity and in no event shall BNY Mellon Trust Wilmington Trust, National Association in its individual capacity or any beneficial owner of Delaware the Issuing Entity 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Eight of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed by Deutsche Bank Trust Company AmericasU.S. Bank, not in its individual capacity capacity, but solely in its capacity as Indenture Trustee and in no event shall Deutsche U.S. Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunderAdditionally, the Indenture Trustee in its capacity hereunder shall be subject toafforded the same indemnities, protections, rights, powers and entitled to immunities set forth in the benefits ofIndenture as if such indemnities, the terms protections, rights, powers and provisions of Article VI of the Indentureimmunities were specifically set forth herein.

Appears in 6 contracts

Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2024-A), Trust Administration Agreement (Nissan Auto Lease Trust 2024-A), Trust Administration Agreement (Nissan Auto Lease Trust 2023-B)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust Wachovia Bank of Delaware, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Wachovia Bank of Delaware, National Association, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article Articles VI and VII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company AmericasJPMorgan Chase Bank, National Association, not in its individual capacity but solely in its capacity as Indenture Trustee Trustee, and in no event shall Deutsche Bank Trust Company Americas JPMorgan Chase Bank, National Association, have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 5 contracts

Samples: Sale and Servicing Agreement (USAA Auto Owner Trust 2005-4), Sale and Servicing Agreement (Usaa Auto Owner Trust 2005-3), Sale and Servicing Agreement (Usaa Auto Owner Trust 2005-1)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Deutsche Bank Trust of Company Delaware, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Deutsche Bank Trust Company Delaware, in its individual capacity or, except as expressly provided in the Trust Agreement, Deutsche Bank Trust Company Delaware, as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Eight of the Trust AgreementAgreement as if specifically set forth herein. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche U.S. Bank Trust Company AmericasNational Association, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche U.S. Bank Trust Company Americas National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureIssuer.

Appears in 5 contracts

Samples: Sale and Servicing Agreement (Honda Auto Receivables 2008-2 Owner Trust), Sale and Servicing Agreement (Honda Auto Receivables 2009-1 Owner Trust), Sale and Servicing Agreement (American Honda Receivables Corp)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed by BNY Mellon Trust of Delaware[ ], not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer, and in no event shall BNY Mellon Trust [ ] in its individual capacity or any beneficial owner of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed by [ ], not in its individual capacity but solely as Indenture Trustee, and in no event shall [ ] have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust AgreementIssuer. (bc) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed by Deutsche Bank Trust Company Americas[ ], not in its individual capacity but solely in its capacity as Indenture Trustee Underlying Trustee, and in no event shall Deutsche Bank Trust Company Americas [ ] have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureIssuer.

Appears in 5 contracts

Samples: Sale and Servicing Agreement (Harley-Davidson Customer Funding Corp.), Sale and Servicing Agreement (Harley-Davidson Customer Funding Corp.), Sale and Servicing Agreement (Harley-Davidson Customer Funding Corp.)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed by BNY Mellon Wilmington Trust of Delaware, Company not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon will Wilmington Trust of Delaware Company in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall will be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Owner Trustee shall will be subject to, and entitled to the benefits of, the terms and provisions of Article Articles V, VI and VII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed and delivered by Deutsche Bank Trust Company AmericasCitibank, N.A., not in its individual capacity but solely in its capacity as Indenture Trustee and Backup Servicer and in no event shall Deutsche Bank Trust Company Americas will Citibank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall will be had solely to the assets of the Issuing Entity. For all purposes of this AgreementIssuer. (c) In no event will Citibank, N.A., in the performance any of its capacities hereunder, be deemed to have assumed any duties or obligations of the Issuing Entity hereunderOwner Trustee under the Delaware Statutory Trust Statute, common law, or the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureTrust Agreement.

Appears in 5 contracts

Samples: Sale and Servicing Agreement (Triad Financial Special Purpose LLC), Sale and Servicing Agreement (Triad Financial Special Purpose LLC), Sale and Servicing Agreement (Triad Financial Special Purpose LLC)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of DelawareWilmington Trust, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Wilmington Trust, National Association in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of Delaware the Issuer, have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer in accordance with the priorities set forth herein. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity Issuer hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee Trustee, and in no event shall Deutsche Bank Trust Company Americas have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, Issuer in accordance with the performance of any duties or obligations priorities set forth herein. (c) The parties hereto acknowledge that in accordance with Section 326 of the Issuing Entity hereunderUSA PATRIOT Act Deutsche Bank Trust Company Americas and CRB, like all financial institutions and in order to help fight the Indenture Trustee shall be subject tofunding of terrorism and money laundering, are required to obtain, verify, and entitled record information that identifies each person or legal entity that establishes a relationship or opens an account. The parties to this Agreement agree that they will provide Deutsche Bank Trust Company Americas and CRB, as the benefits ofcase may be, with such information as either may request in order for Deutsche Bank Trust Company Americas and CRB to satisfy the terms and provisions of Article VI requirements of the IndentureUSA PATRIOT Act.

Appears in 5 contracts

Samples: Sale and Servicing Agreement (California Republic Funding LLC), Sale and Servicing Agreement (California Republic Funding LLC), Sale and Servicing Agreement (California Republic Funding LLC)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Deutsche Bank Trust of Company Delaware, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity, and in no event shall BNY Mellon Deutsche Bank Trust Company Delaware in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of Delaware the Issuing Entity 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. 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 Issuing Entity hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche The Bank Trust Company Americasof New York, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche The Bank Trust Company Americas of New York 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 5 contracts

Samples: Sale and Servicing Agreement (World Omni Auto Receivables Trust 2006-A), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2007-A), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2007-A)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust [Name of DelawareOwner Trustee], not in its individual capacity but solely as Owner Trustee and in no event shall BNY Mellon Trust [Name of Delaware Owner Trustee] 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas[Name of Indenture Trustee], not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas [Name of Indenture Trustee] 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 5 contracts

Samples: Administration Agreement (Ally Auto Assets LLC), Administration Agreement (Ally Auto Assets LLC), Administration Agreement (Capital Auto Receivables LLC)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned signed on behalf of the Issuer by BNY Mellon Xxxxx Fargo Delaware Trust of DelawareCompany, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Xxxxx Fargo Delaware Trust Company in its individual capacity or any beneficial owner of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by The Bank of New York not in its individual capacity but solely as Indenture Trustee and in no event shall The Bank of New York have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. For all purposes of this Agreement, in the performance of any its duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity Issuer hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 4 contracts

Samples: Administration Agreement (USAA Auto Owner Trust 2007-1), Administration Agreement (USAA Auto Owner Trust 2008-1), Administration Agreement (USAA Auto Owner Trust 2007-2)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned by BNY Mellon Trust of Delaware, not the Owner Trustee solely in its individual capacity but solely as Owner Trustee and in no event shall BNY Mellon Trust the Owner Trustee in its individual capacity or any beneficial owner of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by the Indenture Trustee solely as Indenture Trustee and in no event shall the Indenture Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For Issuer. (c) No recourse under any obligation, covenant or agreement of the Issuer contained in this Agreement shall be had against any agent of the Issuer (including the Owner Trust Administrator and the Owner Trustee) as such by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely an obligation of the Issuer as a Delaware common law trust, and that no personal liability whatever shall attach to or be incurred by any agent of the Issuer (including the Owner Trust Administrator and the Owner Trustee), as such, under or by reason of any of the obligations, covenants or agreements of the Issuer contained in this Agreement, or implied therefrom, and that any and all purposes personal liability for breaches by the Issuer of any such obligations, covenants or agreements, either at common law or at equity, or by statute or constitution, of every such agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 4 contracts

Samples: Owner Trust Administration Agreement (Regions Auto Receivables Trust 2002-1), Owner Trust Administration Agreement (Regions Acceptance LLC), Owner Trust Administration Agreement (Regions Acceptance LLC Regions Auto Receivables Tr 2003-2)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Wilmington Trust of Delaware, Company not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Wilmington Trust Company in its individual capacity or, except as expressly provided in the Trust Agreement, as beneficial owner of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Bankers Trust Company AmericasCompany, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Bankers Trust Company Americas have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureIssuer.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (Nal Financial Group Inc), Sale and Servicing Agreement (Nal Financial Group Inc), Sale and Servicing Agreement (Nal Financial Group Inc)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (iii) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto and (iv) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Agreement or any other related documents. 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 Issuing Entity 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 and the Administration Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by BNY Mellon Trust of DelawareUnion Bank, N.A., not in its individual capacity but solely as Owner Indenture Trustee and in no event shall BNY Mellon Trust of Delaware Union Bank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (World Omni Auto Receivables Trust 2014-A), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2014-A), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2010-A)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Xxxxx Fargo Delaware Trust of Delaware, Company not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Xxxxx Fargo Delaware Trust Company, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article Articles VI and VII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche The Bank Trust Company Americasof New York, not in its individual capacity but solely in its capacity as Indenture Trustee Trustee, and in no event shall Deutsche The Bank Trust Company Americas of New York, have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (USAA Auto Owner Trust 2007-2), Sale and Servicing Agreement (USAA Auto Owner Trust 2008-1), Sale and Servicing Agreement (USAA Auto Owner Trust 2007-1)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned by BNY Mellon Trust The Bank of DelawareNew York, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Trust The Bank of Delaware New York in its individual capacity, The Bank of New York (Delaware) in its individual capacity or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee and the Delaware Trustee shall each be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by JPMorgan Chase Bank not in its individual capacity but solely as Indenture Trustee and in no event shall JPMorgan Chase Bank have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity Indenture Trustee hereunder, the Owner Trustee JPMorgan Chase Bank shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 4 contracts

Samples: Administration Agreement (NCT Funding Co LLC), Administration Agreement (Cit Equipment Collateral 2003-Vt1), Administration Agreement (Cit Equipment Collateral 2004-Vt1)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to It is expressly understood and agreed by the contrary, parties hereto that (i) this Agreement has been countersigned is executed and delivered by BNY Mellon Trust of Delawarethe Trustee Bank, not in its individual capacity individually or personally but solely as Owner Trustee Trustee, in the exercise of the powers and authority conferred and vested in no event shall BNY Mellon it under the Trust Agreement, (ii) each of Delaware have any liability for the representations, warranties, covenants, undertakings and agreements or other obligations herein made on the part of the Issuing Entity hereunder or in any is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the certificatesIssuing Entity, notices or agreements delivered pursuant hereto, as to all of which recourse (iii) nothing herein contained shall be had solely construed as creating any liability on the Trustee Bank, individually or personally, to the assets perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto and (iv) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Agreement or any other related documents. 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 Issuing Entity hereunder, the 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 Trust Agreement and the Administration Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (World Omni Auto Receivables Trust 2013-A), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2013-A), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2011-A)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon U.S. Bank Trust of DelawareNational Association, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon U.S. Bank Trust National Association, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Eight of the Trust AgreementAgreement as if specifically set forth herein. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureIssuer.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (Honda Auto Receivables 2013-3 Owner Trust), Sale and Servicing Agreement (Honda Auto Receivables 2013-3 Owner Trust), Sale and Servicing Agreement (Honda Auto Receivables 2012-2 Owner Trust)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon U.S. Bank Trust of DelawareNational Association, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon U.S. Bank Trust National Association, in its individual capacity or, except as expressly provided in the Trust Agreement, U.S. Bank Trust National Association, as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Eight of the Trust AgreementAgreement as if specifically set forth herein. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureIssuer.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (Honda Auto Receivables 2010-3 Owner Trust), Sale and Servicing Agreement (Honda Auto Receivables 2005-4 Owner Trust), Sale and Servicing Agreement (Honda Auto Receivables 2006-2 Owner Trust)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to It is expressly understood and agreed by the contrary, parties hereto that (i) this Agreement has been countersigned is executed and delivered by BNY Mellon Trust of Delawarethe Trustee Bank, not in its individual capacity individually or personally but solely as Owner Trustee Trustee, in the exercise of the powers and authority conferred and vested in no event shall BNY Mellon it under the Trust Agreement, (ii) each of Delaware have any liability for the representations, warranties, covenants, undertakings and agreements or other obligations herein made on the part of the Issuing Entity hereunder or in any is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the certificatesIssuing Entity, notices or agreements delivered pursuant hereto, as to all of which recourse (iii) nothing herein contained shall be had solely construed as creating any liability on the Trustee Bank, individually or personally, to the assets perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (iv) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Agreement or any other related documents. 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 Issuing Entity hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee Trustee, and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the all its benefits of, the terms and provisions of Article VI of under the Indenture.

Appears in 4 contracts

Samples: Administration Agreement (World Omni Auto Receivables Trust 2013-A), Administration Agreement (World Omni Auto Receivables Trust 2013-A), Administration Agreement (World Omni Auto Receivables Trust 2011-A)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Deutsche Bank Trust of Company Delaware, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Deutsche Bank Trust Company Delaware, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Eight of the Trust AgreementAgreement as if specifically set forth herein. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche The Bank Trust Company Americasof New York Mellon, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche The Bank Trust Company Americas of New York Mellon have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureIssuer.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (Honda Auto Receivables 2013-2 Owner Trust), Sale and Servicing Agreement (Honda Auto Receivables 2013-2 Owner Trust), Sale and Servicing Agreement (Honda Auto Receivables 2012-1 Owner Trust)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Xxxxx Fargo Delaware Trust of DelawareCompany, N.A. not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity and in no event shall BNY Mellon Xxxxx Fargo Delaware Trust of Delaware Company, N.A. in its individual capacity 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. 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 Issuing Entity hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche U.S. Bank Trust Company Americas, National Association not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche U.S. Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (John Deere Owner Trust 2013-B), Sale and Servicing Agreement (John Deere Owner Trust 2013), Sale and Servicing Agreement (John Deere Owner Trust 2012)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement has been countersigned by BNY Mellon Trust of Delaware, not in its individual capacity but solely as Owner Trustee of the Issuing Entity, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust of Delaware 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 heretohereto as such representations, warranties, covenants, agreements or other obligations are intended and made for the purpose of binding only, and is only binding on, the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, to perform any covenant either expressed or implied contained herein, (d) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related document as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche U.S. Bank Trust Company AmericasCompany, National Association, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche U.S. Bank Trust Company Americas Company, National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 4 contracts

Samples: Administration Agreement (Ally Auto Receivables Trust 2024-2), Administration Agreement (Ally Auto Receivables Trust 2024-2), Administration Agreement (Ally Auto Receivables Trust 2024-1)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by [______], not individually or personally but solely as Owner Trustee of the Trust, 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 Trust is made and intended not as personal representations, undertakings and agreements by [_____] but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on [______], individually or personally, to perform any covenant either expressed or implied contained herein of the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) [______] has not verified and made no investigation as to the accuracy or completeness of any representations and warranties made by the Trust in this Agreement and (e) under no circumstances shall [________] be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents. (b) Notwithstanding anything contained herein to the contrarycontrary contained herein, this Agreement has been countersigned accepted by BNY Mellon Trust of Delaware, the Indenture Trustee not in its individual capacity but solely as Owner Trustee Indenture Trustee, and in no event shall BNY Mellon Trust of Delaware the Indenture Trustee in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Trust hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust AgreementTrust. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (iii) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (v) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Agreement or any other related documents. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of DelawareMUFG Union Bank, not in its individual capacity but solely N.A., as Owner Trustee Indenture Trustee, and in no event shall BNY Mellon Trust of Delaware MUFG Union Bank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the all its benefits of, the terms and provisions of Article VI of under the Indenture.

Appears in 4 contracts

Samples: Administration Agreement (World Omni Auto Receivables LLC), Administration Agreement (World Omni Auto Receivables LLC), Administration Agreement (World Omni Auto Receivables LLC)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned signed on behalf of the Issuer by BNY Mellon Trust of Delaware__________, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Trust __________ in its individual capacity or any beneficial owner of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by __________ not in its individual capacity but solely as Indenture Trustee and in no event shall __________ have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. For all purposes of this Agreement, in the performance of any its duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity Issuer hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 3 contracts

Samples: Administration Agreement (Usaa Acceptance LLC), Administration Agreement (Usaa Acceptance LLC), Administration Agreement (Usaa Acceptance LLC)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned signed on behalf of the Issuer by BNY Mellon Wachovia Trust of DelawareCompany, National Association, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Wachovia Trust Company, National Association in its individual capacity or any beneficial owner of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by JPMorgan Chase Bank not in its individual capacity but solely as Indenture Trustee and in no event shall JPMorgan Chase Bank have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. For all purposes of this Agreement, in the performance of any its duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity Issuer hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 3 contracts

Samples: Administration Agreement (Usaa Auto Owner Trust 2004-2), Administration Agreement (Usaa Auto Owner Trust 2003-1), Administration Agreement (Usaa Acceptance LLC Trust 2004-1)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Wachovia Trust of DelawareCompany, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Wachovia Trust Company, National Association, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article Articles VI and VII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company AmericasJPMorgan Chase Bank, not in its individual capacity but solely in its capacity as Indenture Trustee Trustee, and in no event shall Deutsche JPMorgan Chase Bank Trust Company Americas have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 3 contracts

Samples: Sale and Servicing Agreement (Usaa Acceptance LLC Trust 2004-1), Sale and Servicing Agreement (Usaa Auto Owner Trust 2004-2), Sale and Servicing Agreement (Usaa Auto Owner Trust 2003-1)

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Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Wilmington Trust of Delaware, Company not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Wilmington Trust Company, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article Articles VI and VII of the Trust Agreement. For all purposes of this Agreement, in the performance of its duties and obligations hereunder (other than Successor Servicer), the Indenture Trustee shall be afforded all of the rights, protections, immunities and indemnities provided it under the Indenture. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company AmericasJPMorgan Chase Bank, not in its individual capacity but solely in its capacity as Indenture Trustee Trustee, and in no event shall Deutsche JPMorgan Chase Bank Trust Company Americas have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureIssuer.

Appears in 3 contracts

Samples: Sale and Servicing Agreement (Bear Stearns Asset Backed Fund Inc Whole Auto Loan Tr 2002-1), Sale and Servicing Agreement (Bear Stearns Asset Backed Whole Auto Loan Trust 2003-1), Sale and Servicing Agreement (Bear Stearns Asset Backed Whole Auto Loan Trust 2004-1)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of Delaware, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity and in no event shall BNY Mellon Trust of Delaware in its individual capacity 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. 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 Issuing Entity hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company Americas, [ ] not in its individual capacity capacity, but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas [ ] 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 3 contracts

Samples: Sale and Servicing Agreement (John Deere Receivables, Inc.), Sale and Servicing Agreement (John Deere Receivables, Inc.), Sale and Servicing Agreement (John Deere Receivables, Inc.)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of Delaware, [ ] not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon [ ] in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of Delaware the Issuer, have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer in accordance with the priorities set forth herein. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity Issuer hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company Americas[ ], not in its individual capacity but solely in its capacity as Indenture Trustee Trustee, and in no event shall Deutsche Bank Trust Company Americas [ ] have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, Issuer in accordance with the performance of any duties or obligations priorities set forth herein. (c) The parties hereto acknowledge that in accordance with Section 326 of the Issuing Entity hereunderUSA PATRIOT Act [ ] and CRB, like all financial institutions and in order to help fight the Indenture Trustee shall be subject tofunding of terrorism and money laundering, are required to obtain, verify, and entitled record information that identifies each person or legal entity that establishes a relationship or opens an account. The parties to this Agreement agree that they will provide [ ] and CRB, as the benefits ofcase may be, with such information as either may request in order for [ ] and CRB to satisfy the terms and provisions of Article VI requirements of the IndentureUSA PATRIOT Act.

Appears in 3 contracts

Samples: Sale and Servicing Agreement (California Republic Funding LLC), Sale and Servicing Agreement (California Republic Funding LLC), Sale and Servicing Agreement (California Republic Funding LLC)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of Delaware, __________ not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon __________, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article Articles VI and VII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company Americas__________, not in its individual capacity but solely in its capacity as Indenture Trustee Trustee, and in no event shall Deutsche Bank Trust Company Americas __________ have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 3 contracts

Samples: Sale and Servicing Agreement (Usaa Acceptance LLC), Sale and Servicing Agreement (Usaa Acceptance LLC), Sale and Servicing Agreement (Usaa Acceptance LLC)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed by BNY Mellon Trust of DelawareWilmington Trust, National Association, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Wilmington Trust, National Association, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer in accordance with the priorities set forth herein. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity Issuer hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company AmericasCitibank, N.A., not in its individual capacity but solely in its capacity as Indenture Trustee Trustee, and in no event shall Deutsche Bank Trust Company Americas Citibank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, Issuer in accordance with the performance of any duties or obligations of the Issuing Entity 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.

Appears in 3 contracts

Samples: Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2015-B), Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2015-A), Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2014-B)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned by BNY Mellon Deutsche Bank Trust of Company Delaware, not in its individual capacity but solely as Owner Trustee and in no event shall BNY Mellon Deutsche Bank Trust of Company Delaware have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company AmericasJPMorgan Chase Bank, N.A., not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas JPMorgan Chase Bank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity Issuer hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 3 contracts

Samples: Administration Agreement (Capital Auto Receivables Asset Trust 2004-2), Administration Agreement (Capital Auto Receivables Asset Trust 2006-1), Administration Agreement (Capital Auto Receivables Inc)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (iii) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto and (iv) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Agreement or any other related documents. 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 Issuing Entity 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 and the Administration Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by BNY Mellon Trust of Delaware[___], not in its individual capacity but solely as Owner Indenture Trustee and in no event shall BNY Mellon Trust of Delaware [___] 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 3 contracts

Samples: Sale and Servicing Agreement (World Omni Auto Receivables LLC), Sale and Servicing Agreement (World Omni Auto Receivables LLC), Sale and Servicing Agreement (World Omni Auto Receivables LLC)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (iii) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (iv) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Agreement or any other related documents. 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 Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of DelawareUnion Bank, not in its individual capacity but solely N.A., as Owner Trustee Indenture Trustee, and in no event shall BNY Mellon Trust of Delaware Union Bank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the all its benefits of, the terms and provisions of Article VI of under the Indenture.

Appears in 3 contracts

Samples: Administration Agreement (World Omni Auto Receivables Trust 2014-A), Administration Agreement (World Omni Auto Receivables Trust 2010-A), Administration Agreement (World Omni Auto Receivables Trust 2010-A)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned by BNY Mellon Trust of Delaware, not the Owner Trustee solely in its individual capacity but solely as Owner Trustee and in no event shall BNY Mellon Trust the Owner Trustee in its individual capacity or any beneficial owner of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by the Indenture Trustee solely as Indenture Trustee and in no event shall the Indenture Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For Issuer. (c) No recourse under any obligation, covenant or agreement of the Issuer contained in this Agreement shall be had against any agent of the Issuer (including the Owner Trust Administrator and the Owner Trustee) as such by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely an obligation of the Issuer as a Delaware business trust, and that no personal liability whatever shall attach to or be incurred by any agent of the Issuer (including the Owner Trust Administrator and the Owner Trustee), as such, under or by reason of any of the obligations, covenants or agreements of the Issuer contained in this Agreement, or implied therefrom, and that any and all purposes personal liability for breaches by the Issuer of any such obligations, covenants or agreements, either at common law or at equity, or by statute or constitution, of every such agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 2 contracts

Samples: Owner Trust Administration Agreement (National City Bank /), Owner Trust Administration Agreement (BMW Vehicle Owner Trust 2002-A)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned by BNY Mellon Trust of DelawareWilmington Trust, National Association, not in its individual capacity capacity, but solely in its capacity as Owner Trustee of the Issuing Entity and in no event shall BNY Mellon Trust Wilmington Trust, National Association in its individual capacity or any beneficial owner of Delaware the Issuing Entity 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Eight of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed by Deutsche U.S. Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche U.S. Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 2 contracts

Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2022-A), Trust Administration Agreement (Nissan Auto Lease Trust 2022-A)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned executed by BNY Mellon Trust of Delaware, not the Owner Trustee solely in its individual capacity but solely as Owner Trustee and in no event shall BNY Mellon Trust the Owner Trustee in its individual capacity or any beneficial owner of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by the Indenture Trustee solely as Indenture Trustee and in no event shall the Indenture Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For Issuer. (c) No recourse under any obligation, covenant or agreement of the Issuer contained in this Agreement shall be had against any agent of the Issuer (including the Administrator and the Owner Trustee) as such by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely an obligation of the Issuer as a Delaware statutory business trust, and that no personal liability whatever shall attach to or be incurred by any agent of the Issuer (including the Administrator and the Owner Trustee), as such, under or by reason of any of the obligations, covenants or agreements of the Issuer contained in this Agreement, or implied therefrom, and that any and all purposes personal liability for breaches by the Issuer of any such obligations, covenants or agreements, either at common law or at equity, or by statute or constitution, of every such agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 2 contracts

Samples: Owner Trust Administration Agreement (Hyundai Abs Funding Corp), Owner Trust Administration Agreement (Hyundai Abs Funding Corp)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of DelawareCitibank, N.A., not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Citibank, N.A., in its individual capacity or, except as expressly provided in the Trust Agreement, Citibank, N.A., as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Eight of the Trust AgreementAgreement as if specifically set forth herein. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureIssuer.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Honda Auto Receivables 2009-2 Owner Trust), Sale and Servicing Agreement (Honda Auto Receivables 2005-1 Owner Trust)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Deutsche Bank Trust of Delaware, Company Delaware not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Deutsche Bank Trust Company Delaware in its individual capacity or, except as expressly provided in the Trust Agreement, as beneficial owner of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company AmericasCitibank, N.A., not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas Citibank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureIssuer.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Daimlerchrysler Auto Trust 2005-B), Sale and Servicing Agreement (DaimlerChrysler Auto Trust 2006-D)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed by BNY Mellon Trust of Delaware, [ ] not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon [ ] in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer in accordance with the priorities set forth herein. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity Issuer hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company Americas[ ], not in its individual capacity but solely in its capacity as Indenture Trustee Trustee, and in no event shall Deutsche Bank Trust Company Americas [ ] have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For Issuer in accordance with the priorities set forth herein. (c) No recourse under any obligation, covenant or agreement of the Issuer contained in this Agreement shall be had against any agent of the Issuer (including the Administrator and the Owner Trustee) as such by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely an obligation of the Issuer as a Delaware statutory trust, and that no personal liability whatever shall attach to or be incurred by any agent of the Issuer (including the Administrator and the Owner Trustee), as such, under or by reason of any of the obligations, covenants or agreements of the Issuer contained in this Agreement, or implied therefrom, and that any and all purposes personal liability for breaches by the Issuer of any such obligations, covenants or agreements, either at common law or at equity, or by statute or constitution, of every such agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Hyundai Abs Funding LLC), Sale and Servicing Agreement (Hyundai Abs Funding LLC)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust Wachovia Bank of Delaware, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Wachovia Bank of Delaware, National Association in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer in accordance with the priorities set forth herein. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity Issuer hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche The Bank Trust Company Americasof New York, not in its individual capacity but solely in its capacity as Indenture Trustee Trustee, and in no event shall Deutsche The Bank Trust Company Americas of New York have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, Issuer in accordance with the performance of any duties or obligations of the Issuing Entity 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.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Regions Acceptance LLC Regions Auto Receivables Tr 2003-2), Sale and Servicing Agreement (Regions Auto Receivables Trust 2003-1)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of Delaware, not in its individual capacity but solely as Owner Trustee and in no event shall BNY Mellon Trust of Delaware 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company AmericasWxxxx Fargo Bank, National Association, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas Wxxxx Fargo 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 2 contracts

Samples: Administration Agreement (Ally Auto Receivables Trust 2010-4), Administration Agreement (Ally Auto Receivables Trust 2010-4)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon U.S. Bank Trust of DelawareNational Association, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon U.S. Bank Trust National Association, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of Delaware the Issuer, have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Eight of the Trust AgreementAgreement as if specifically set forth herein. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company AmericasCitibank, N.A., not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas Citibank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureIssuer.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Honda Auto Receivables 2014-4 Owner Trust), Sale and Servicing Agreement (Honda Auto Receivables 2014-4 Owner Trust)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned by BNY Mellon Wilmington Trust of Delaware, not Company in its individual capacity but solely as Owner Trustee of the Issuing Entity and in no event shall BNY Mellon Wilmington Trust Company in its individual capacity or any beneficial owner of Delaware the Issuing Entity 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 heretohereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Eight of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity Citibank as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas Citbank 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 2 contracts

Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2011-A), Trust Administration Agreement (Nissan Auto Lease Trust 2011-A)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust The Bank of New York (Delaware, ) not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity, and in no event shall BNY Mellon The Bank of New York (Delaware) in its individual capacity or, except as expressly provided in the Trust Agreement, as owner trustee of Delaware the Issuing Entity, 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. 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 Issuing Entity hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned acknowledged and accepted by Deutsche U.S. Bank Trust Company Americas, National Association not in its individual capacity but solely in its capacity as Indenture Trustee and Securities Intermediary, and in no event shall Deutsche U.S. Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Caterpillar Financial Asset Trust 2007-A), Sale and Servicing Agreement (Caterpillar Financial Funding Corp)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of Delaware, [OWNER TRUSTEE] not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon [OWNER TRUSTEE] in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer in accordance with the priorities set forth herein. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity Issuer hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company Americas[INDENTURE TRUSTEE], not in its individual capacity but solely in its capacity as Indenture Trustee Trustee, and in no event shall Deutsche Bank Trust Company Americas [INDENTURE TRUSTEE] have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, Issuer in accordance with the performance of any duties or obligations of the Issuing Entity 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.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Regions Acceptance LLC), Sale and Servicing Agreement (National City Bank /)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed by BNY Mellon Trust of DelawareHSBC Bank USA, National Association, not in its individual capacity but solely as Owner Trustee and in no event shall BNY Mellon Trust of Delaware HSBC Bank USA, 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed by Deutsche The Bank of New York Trust Company AmericasCompany, N.A., not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche The Bank of New York Trust Company Americas Company, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 2 contracts

Samples: Administration Agreement (SWIFT Master Auto Receivables Trust), Administration Agreement (Wholesale Auto Receivables LLC)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed by BNY Mellon Wilmington Trust of Delaware, Company not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon will Wilmington Trust of Delaware Company in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall will be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Owner Trustee shall will be subject to, and entitled to the benefits of, the terms and provisions of Article Articles V, VI and VII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed and delivered by Deutsche Bank Trust Company AmericasJPMorgan Chase Bank, N.A., not in its individual capacity but solely in its capacity as Indenture Trustee and Backup Servicer and in no event shall Deutsche Bank Trust Company Americas will JPMorgan Chase Bank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall will be had solely to the assets of the Issuing Entity. For all purposes of this AgreementIssuer. (c) In no event will JPMorgan Chase Bank, N.A., in the performance any of its capacities hereunder, be deemed to have assumed any duties or obligations of the Issuing Entity hereunderOwner Trustee under the Delaware Statutory Trust Statute, common law, or the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureTrust Agreement.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Triad Financial Special Purpose LLC), Sale and Servicing Agreement (Triad Automobile Receivables Trust 2005-A)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned by BNY Mellon Trust of DelawareChase Manhattan Bank USA, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Trust Chase Manhattan Bank USA, National Association in its individual capacity or any beneficial owner of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas not in its individual capacity but solely as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the The Indenture Trustee shall be subject toafforded the same rights, protections, immunities and entitled indemnities provided to it in the benefits of, Indenture as if the terms and provisions of Article VI of the Indenturesame were explicitly provided herein.

Appears in 2 contracts

Samples: Administration Agreement (Daimlerchrysler Auto Trust 2003-B), Administration Agreement (Daimlerchrysler Auto Trust 2005-A)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned signed by BNY Mellon Trust of BNYM (Delaware, ) not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity and in no event shall BNY Mellon Trust BNYM (Delaware) in its individual capacity or any beneficial owner of Delaware the Issuing Entity 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 heretohereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned signed by Deutsche U.S. Bank Trust Company Americas, National Association not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche U.S. Bank Trust Company Americas 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. For all purposes . (c) All of the rights of the Swap Counterparty in, to and under this Agreement, in if any, shall terminate upon the performance of any duties or obligations termination of the Issuing Entity hereunder, Interest Rate Swap Agreement in accordance with the Indenture Trustee shall be subject to, terms thereof and entitled the payment in full of all amounts owing to the benefits of, the terms and provisions of Article VI of the IndentureSwap Counterparty under such Interest Rate Swap Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Caterpillar Financial Funding Corp), Administration Agreement (Caterpillar Financial Asset Trust 2008-A)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of DelawareWilmington Trust, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity and in no event shall BNY Mellon Wilmington Trust, National Association in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of Delaware the Issuing Entity, 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 EntityEntity in accordance with the priorities set forth herein. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee Trustee, and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, Entity in accordance with the performance of any duties or obligations priorities set forth herein. (c) The parties hereto acknowledge that in accordance with Section 326 of the Issuing Entity hereunderUSA Patriot Act Deutsche Bank Trust Company Americas, like all financial institutions and in order to help fight the Indenture Trustee shall be subject tofunding of terrorism and money laundering, are required to obtain, verify, and entitled record information that identifies each person or legal entity that establishes a relationship or opens an account. The parties to this Agreement agree that they will provide the benefits of, Deutsche Bank Trust Company Americas with such information as it may request in order for the terms and provisions of Article VI Deutsche Bank Trust Company Americas to satisfy the requirements of the IndentureUSA Patriot Act.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Huntington Auto Trust 2012-2), Sale and Servicing Agreement (Huntington Auto Trust 2012-1)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed by BNY Mellon U.S. Bank Trust of DelawareNational Association, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon U.S. Bank Trust National Association, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer in accordance with the priorities set forth herein. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity Issuer hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company AmericasCitibank, N.A., not in its individual capacity but solely in its capacity as Indenture Trustee Trustee, and in no event shall Deutsche Bank Trust Company Americas Citibank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For Issuer in accordance with the priorities set forth herein. (c) No recourse under any obligation, covenant or agreement of the Issuer contained in this Agreement shall be had against any agent of the Issuer (including the Administrator and the Owner Trustee) as such by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely an obligation of the Issuer as a Delaware statutory trust, and that no personal liability whatever shall attach to or be incurred by any agent of the Issuer (including the Administrator and the Owner Trustee), as such, under or by reason of any of the obligations, covenants or agreements of the Issuer contained in this Agreement, or implied therefrom, and that any and all purposes personal liability for breaches by the Issuer of any such obligations, covenants or agreements, either at common law or at equity, or by statute or constitution, of every such agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, . 34 (2022-B Sale and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.Servicing Agreement)

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2022-B), Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2022-B)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust The Bank of DelawareNew York Mellon, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY The Bank of New York Mellon, in its individual capacity or, except as expressly provided in the Trust Agreement, The Bank of New York Mellon Trust as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Eight of the Trust AgreementAgreement as if specifically set forth herein. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company AmericasCitibank N.A., not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas Citibank N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureIssuer.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (American Honda Receivables LLC), Sale and Servicing Agreement (Honda Auto Receivables 2018-2 Owner Trust)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed by BNY Mellon Wilmington Trust of Delaware, Company not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon will Wilmington Trust of Delaware Company in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall will be had solely to the assets of the Issuing EntityIssuer. 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 Issuing Entity Issuer hereunder, the Owner Trustee shall will be subject to, and entitled to the benefits of, the terms and provisions of Article Articles V, VI and VII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed and delivered by Deutsche Bank Trust Company AmericasJPMorgan Chase Bank, not in its individual capacity but solely in its capacity as Indenture Trustee and Backup Servicer and in no event shall Deutsche will JPMorgan Chase Bank Trust Company Americas have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall will be had solely to the assets of the Issuing Entity. For all purposes of this AgreementIssuer. (c) In no event will JPMorgan Chase Bank, in the performance any of its capacities hereunder, be deemed to have assumed any duties or obligations of the Issuing Entity hereunderOwner Trustee under the Delaware Statutory Trust Statute, common law, or the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the IndentureTrust Agreement.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Triad Automobile Receivables Trust 2004-A), Sale and Servicing Agreement (Triad Automobile Receivables Trust 2003-B)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) a. Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned by BNY Mellon Trust of Delaware, not the Owner Trustee solely in its individual capacity but solely as Owner Trustee and in no event shall BNY Mellon Trust the Owner Trustee in its individual capacity or any beneficial owner of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. b. Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by the Indenture Trustee solely as Indenture Trustee and in no event shall the Indenture Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For Issuer. c. No recourse under any obligation, covenant or agreement of the Issuer contained in this Agreement shall be had against any agent of the Issuer (including the Owner Trust Administrator and the Owner Trustee) as such by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely an obligation of the Issuer as a Delaware business trust, and that no personal liability whatever shall attach to or be incurred by any agent of the Issuer (including the Owner Trust Administrator and the Owner Trustee), as such, under or by reason of any of the obligations, covenants or agreements of the Issuer contained in this Agreement, or implied therefrom, and that any and all purposes personal liability for breaches by the Issuer of any such obligations, covenants or agreements, either at common law or at equity, or by statute or constitution, of every such agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 2 contracts

Samples: Owner Trust Administration Agreement (BMW Vehicle Owner Trust 2001-A), Owner Trust Administration Agreement (BMW Vehicle Owner Trust 2001-A)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned by BNY Mellon Wilmington Trust of DelawareCompany, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer, and in no event shall BNY Mellon Wilmington Trust Company in its individual capacity or any beneficial owner of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by JPMorgan Chase Bank not in its individual capacity but solely as Indenture Trustee and in no event shall JPMorgan Chase Bank have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust AgreementIssuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 2 contracts

Samples: Backup Servicing Agreement (Onyx Acceptance Financial Corp), Backup Servicing Agreement (Onyx Acceptance Financial Corp)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of Delaware, [ ] not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity and in no event shall BNY Mellon Trust of Delaware [ ] in its individual capacity 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. 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 Issuing Entity hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company Americas, [ ] not in its individual capacity capacity, but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas [ ] 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (John Deere Receivables, Inc.), Sale and Servicing Agreement (John Deere Receivables LLC)

Limitation of Liability of Owner Trustee and Indenture Trustee. (NALT 2010-B Trust Administration Agreement) (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned by BNY Mellon Wilmington Trust of Delaware, not Company in its individual capacity but solely as Owner Trustee of the Issuing Entity and in no event shall BNY Mellon Wilmington Trust Company in its individual capacity or any beneficial owner of Delaware the Issuing Entity 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 heretohereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Eight of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed by Deutsche U.S. Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche U.S. Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 2 contracts

Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2010-B), Trust Administration Agreement (Nissan Auto Lease Trust 2010-B)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed by BNY Mellon U.S. Bank Trust of Delaware, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon U.S. Bank Trust National Association in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer in accordance with the priorities set forth herein. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity Issuer hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company AmericasCitibank, N.A., not in its individual capacity but solely in its capacity as Indenture Trustee Trustee, and in no event shall Deutsche Bank Trust Company Americas Citibank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, Issuer in accordance with the performance of any duties or obligations of the Issuing Entity 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.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2011-C), Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2011-B)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (iii) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto and (iv) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Agreement or any other related documents. 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 Issuing Entity 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 and the Administration Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by BNY Mellon Trust The Bank of DelawareNew York Mellon, not in its individual capacity but solely as Owner Indenture Trustee and in no event shall BNY The Bank of New York Mellon Trust of Delaware 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (World Omni Auto Receivables Trust 2012-A), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2012-A)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Wilmington Trust of Delaware, Company not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall BNY Mellon Wilmington Trust Company in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of Delaware the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer in accordance with the priorities set forth herein. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity Issuer hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Deutsche Bank Trust Company AmericasJPMorgan Chase Bank, not in its individual capacity but solely in its capacity as Indenture Trustee Trustee, and in no event shall Deutsche JPMorgan Chase Bank Trust Company Americas have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, Issuer in accordance with the performance of any duties or obligations of the Issuing Entity 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.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Goldman Sachs Asset Backed Securities Corp), Sale and Servicing Agreement (BMW Vehicle Owner Trust 2002-A)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of DelawareWilmington Trust, National Association, not in its individual capacity capacity, but solely in its capacity as Owner Trustee of the Issuing Entity and in no event shall BNY Mellon Trust Wilmington Trust, National Association in its individual capacity or any beneficial owner of Delaware the Issuing Entity 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Eight of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed by Deutsche Bank Trust Company AmericasU.S. Bank, not in its individual capacity capacity, but solely in its capacity as Indenture Trustee and in no event shall Deutsche U.S. Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunderAdditionally, the Indenture Trustee in its capacity hereunder shall be subject toafforded the same indemnities, protections, rights, powers and entitled to immunities set forth in the benefits ofIndenture as if such indemnities, the terms protections, rights, powers and provisions of Article VI of the Indentureimmunities were specifically set forth herein.

Appears in 2 contracts

Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2024-B), Trust Administration Agreement (Nissan Auto Lease Trust 2024-B)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, (a) this instrument is executed and delivered by U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of Hyundai Auto Receivables Trust 2018-A, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by U.S. Bank Trust National Association but is made and intended for the purpose for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on 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, (d) U.S. Bank Trust National Association has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this instrument and (e) under no circumstances shall 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 instrument or any other related documents. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles 6, 7 and 8 of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of Delaware, not in its individual capacity but the Indenture Trustee solely as Owner Indenture Trustee and in no event shall BNY Mellon Trust of Delaware the Indenture Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust AgreementIssuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 2 contracts

Samples: Owner Trust Administration Agreement (Hyundai Abs Funding LLC), Owner Trust Administration Agreement (Hyundai Auto Receivables Trust 2018-A)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned by BNY Mellon Deutsche Bank Trust of Company Delaware, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity, and in no event shall BNY Mellon Deutsche Bank Trust Company Delaware, in its individual capacity or any beneficial owner of Delaware the Issuing Entity 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 heretohereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche The Bank Trust Company Americasof New York, not in its individual capacity but solely in its capacity as Indenture Trustee Trustee, and in no event shall Deutsche The Bank Trust Company Americas of New York 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 2 contracts

Samples: Administration Agreement (World Omni Auto Receivables LLC), Administration Agreement (World Omni Auto Receivables Trust 2008-A)

Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement instrument has been countersigned signed by BNY Mellon Trust of DelawareChase Bank USA, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity and in no event shall BNY Mellon Trust Chase Bank USA, National Association in its individual capacity or any beneficial owner of Delaware the Issuing Entity 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 heretohereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the 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 Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned signed by Deutsche U.S. Bank Trust Company Americas, National Association not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche U.S. Bank Trust Company Americas 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. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

Appears in 2 contracts

Samples: Administration Agreement (Caterpillar Financial Funding Corp), Administration Agreement (Caterpillar Financial Asset Trust 2006-A)

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