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) 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.

Appears in 28 contracts

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

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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 IssuerTrust, 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 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 IssuerTrust, (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 IssuerTrust, 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 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 Issuer Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Trust under this Agreement or any other related documents.

Appears in 26 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) It is expressly understood and agreed by the The parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by U.S. Bank Trust 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 U.S. Bank Trust 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 U.S. Bank Trust 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) U.S. Bank Trust 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 U.S. Bank Trust 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.

Appears in 25 contracts

Samples: Issuer Administration Agreement (BMW Vehicle Lease Trust 2024-1), Vehicle Lease Trust (BMW Vehicle Lease Trust 2024-1), Issuer Administration Agreement (BMW Vehicle Lease Trust 2023-2)

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 U.S. Bank Trust Trust, National Association, not individually or personally but solely as Owner Trustee of the IssuerTrust, 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 Trust is made and intended not as personal representations, undertakings and agreements by U.S. Bank Trust Trust, National Association but is made and intended for the purpose of binding only the IssuerTrust, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein of the IssuerTrust, 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 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 Trust in this Agreement and (e) under no circumstances shall U.S. Bank Trust Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Trust under this Agreement or any other related documents.

Appears in 6 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 2016-2)

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 U.S. Bank Trust 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 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 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 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 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.

Appears in 4 contracts

Samples: Administration Agreement (Carmax Auto Funding LLC), Administration Agreement (Carmax Auto Funding LLC), Administration Agreement (CarMax Auto Owner Trust 2016-2)

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 U.S. Bank Trust Wilmington Trust, National Association, not individually or personally personally, but solely as Owner Trustee of the IssuerIssuer under the Trust Agreement, 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 a personal representationsrepresentation, undertakings undertaking and agreements agreement by U.S. Bank Trust 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 U.S. Bank Trust Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuerherein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, hereto and (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 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 the other related documentsTransaction Documents.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Commercial Credit, Inc.), Sale and Servicing Agreement (Commercial Credit, Inc.)

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 Wilmington Trust, National Association, not individually or personally but solely as Owner Trustee of the IssuerBMW Vehicle Owner Trust 2020-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 Wilmington Trust, National Association but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuerherein, 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 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 U.S. Bank Trust 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.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (BMW Vehicle Owner Trust 2020-A), Sale and Servicing Agreement (BMW Vehicle Owner Trust 2020-A)

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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 IssuerTrust, 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 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 IssuerTrust, (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 IssuerTrust, 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 Trust in this Agreement and (e) under no circumstances shall U.S. Bank Trust National 50 Association be personally liable for the payment of any indebtedness or expenses of the Issuer Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Trust under this Agreement or any other related documents.

Appears in 2 contracts

Samples: 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 (a) this Agreement is executed and delivered by U.S. Bank Trust 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 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 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 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 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...

Appears in 2 contracts

Samples: Administration Agreement (CarMax Auto Owner Trust 2016-1), Administration Agreement (CarMax Auto Owner Trust 2016-1)

Limitation of Liability of Owner Trustee and Indenture Trustee. (aA) It is expressly understood and agreed by the parties hereto that (ai) this Agreement Amendment is executed and delivered by U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the IssuerTrustee, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (bii) each of the representations, undertakings and agreements herein made on the part of the Issuer Issuing Entity is made and intended not as personal representations, undertakings and agreements by U.S. Bank Trust National Association Association, but is made and intended for the purpose of binding only the IssuerIssuing Entity, (ciii) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied implied, contained herein of the Issuerherein, all such liabilityliability of U.S. Bank Trust National Association in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto, (div) U.S. Bank Trust National Association has not verified and made no investigation as to into the accuracy or completeness of any representations and or warranties made by the Issuer Issuing Entity in this Agreement Amendment, and (ev) 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 Issuing Entity under this Agreement Amendment or any other related documents.

Appears in 2 contracts

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

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