Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree 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 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.
Appears in 71 contracts
Samples: Control Agreement (BMW Vehicle Lease Trust 2024-2), Asset Representations Review Agreement (BMW Vehicle Lease Trust 2024-2), Issuer Subi Certificate Transfer Agreement (BMW Vehicle Lease Trust 2024-2)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree 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 has 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.
Appears in 38 contracts
Samples: Asset Representations Review Agreement (CarMax Auto Owner Trust 2024-4), Asset Representations Review Agreement (Carmax Auto Funding LLC), Asset Representations Review Agreement (CarMax Auto Owner Trust 2024-3)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally but solely as Owner Trustee trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (bii) 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 Trust Company but is made and intended for the purpose of binding only the Issuerissuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, individually or personally, to perform any covenant either expressed 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, (div) Wilmington Trust, National Association Trust Company has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement and (ev) under no circumstances shall Wilmington Trust, National Association Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligationobligations, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.
Appears in 38 contracts
Samples: Asset Representations Review Agreement (GM Financial Automobile Leasing Trust 2021-3), Asset Representations Review Agreement (GM Financial Automobile Leasing Trust 2021-3), Asset Representations Review Agreement (GM Financial Automobile Leasing Trust 2021-2)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington Trust, U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the IssuerIssuing Entity, 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 Issuing Entity is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, U.S. Bank Trust National Association but is made and intended for the purpose of binding only the IssuerIssuing Entity, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, U.S. Bank Trust National Association, individually or personally, to perform any covenant either expressed or implied contained herein of the IssuerIssuing Entity, 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, 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 Issuing Entity in this Agreement and (e) under no circumstances shall Wilmington Trust, U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Issuer Issuing Entity 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 or any other related documents.
Appears in 28 contracts
Samples: Exchange Note Transfer Agreement (World Omni LT), Indenture (World Omni LT), Exchange Note Transfer Agreement (World Omni LT)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington Trust, U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (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, 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 Wilmington Trust, 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) Wilmington Trust, U.S. Bank Trust National Association 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 (e) under no circumstances shall Wilmington Trust, U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.
Appears in 28 contracts
Samples: Asset Representations Review Agreement (CarMax Auto Owner Trust 2023-3), Asset Representations Review Agreement (CarMax Auto Owner Trust 2023-3), Asset Representations Review Agreement (Carmax Auto Funding LLC)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement is executed and delivered by Wilmington Trust, National AssociationWTNA, 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, (bii) 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 WTNA but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWTNA, 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, (div) Wilmington Trust, National Association WTNA 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 (ev) under no circumstances shall Wilmington Trust, National Association WTNA 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 22 contracts
Samples: Asset Representations Review Agreement (Mercedes-Benz Auto Lease Trust 2024-B), Asset Representations Review Agreement (Mercedes-Benz Auto Lease Trust 2024-B), Asset Representations Review Agreement (Mercedes-Benz Auto Lease Trust 2024-A)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally but solely as Owner Trustee trustee of the IssuerTransferee and Transferor, 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 Transferee and Transferor is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust, National Association Trust Company but is made and intended for the purpose of binding only the IssuerTransferee and Transferor, as applicable, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, individually or personally, to perform any covenant either expressed 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) Wilmington Trust, National Association Trust Company has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer Transferee and Transferor in this Agreement and (e) under no circumstances shall Wilmington Trust, National Association Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer Transferee or Transferor 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 Transferee or Transferor under this Agreement or any other related documents.
Appears in 21 contracts
Samples: Contribution Agreement (Exeter Automobile Receivables Trust 2024-5), Contribution Agreement (Exeter Automobile Receivables Trust 2024-5), Contribution Agreement (Exeter Automobile Receivables Trust 2024-4)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington Trust, National AssociationBNY Mellon Trust of Delaware, not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (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 TrustBNY Mellon Trust of Delaware, National Association but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationBNY Mellon Trust of Delaware, individually or personally, to perform any covenant covenant, either expressed express or implied 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) Wilmington Trust, National Association BNY Mellon Trust of Delaware has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement Agreement, and (e) under no circumstances shall Wilmington Trust, National Association BNY Mellon Trust of Delaware be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any the other related documents.
Appears in 16 contracts
Samples: Sale Agreement (Capital One Prime Auto Receivables Trust 2024-1), Sale Agreement (Capital One Prime Auto Receivables Trust 2023-2), Sale Agreement (Capital One Prime Auto Receivables Trust 2023-2)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally but solely as Owner Trustee trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (bii) 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 Trust Company but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, 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, (div) Wilmington Trust, National Association Trust Company has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement and (ev) under no circumstances shall Wilmington Trust, National Association Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.
Appears in 15 contracts
Samples: Asset Representations Review Agreement (AmeriCredit Automobile Receivables Trust 2019-2), Asset Representations Review Agreement (AmeriCredit Automobile Receivables Trust 2019-1), Asset Representations Review Agreement (AmeriCredit Automobile Receivables Trust 2019-1)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington Trust, National Association, 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 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.
Appears in 14 contracts
Samples: Asset Representations Review Agreement (BMW Vehicle Owner Trust 2024-A), Asset Representations Review Agreement (BMW Vehicle Owner Trust 2024-A), Asset Representations Review Agreement (BMW Vehicle Owner Trust 2023-A)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, 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, (bii) 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, National Association Trust Company but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, 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, (div) Wilmington Trust, National Association Trust Company has not verified or made no any investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement and (ev) under no circumstances shall Wilmington Trust, National Association Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, 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 13 contracts
Samples: Asset Representations Review Agreement (GM Financial Consumer Automobile Receivables Trust 2024-4), Asset Representations Review Agreement (GM Financial Consumer Automobile Receivables Trust 2024-3), Asset Representations Review Agreement (GM Financial Consumer Automobile Receivables Trust 2024-3)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally but solely as Owner Trustee trustee of the IssuerTransferee and Transferor, 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 Transferee and Transferor is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association Trust Company but is made and intended for the purpose of binding only the IssuerTransferee and Transferor, as applicable, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, individually or personally, to perform any covenant either expressed 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) Wilmington Trust, National Association Trust Company has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer Transferee and Transferor in this Agreement and (e) under no circumstances shall Wilmington Trust, National Association Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer Transferee or Transferor or be liable for the breach or failure of any obligation, duty, representation, warranty or covenant made or undertaken by the Issuer Transferee or Transferor under this Agreement or any other related documents.
Appears in 13 contracts
Samples: Contribution Agreement (Exeter Automobile Receivables Trust 2022-5), Contribution Agreement (Exeter Automobile Receivables Trust 2022-5), Contribution Agreement (Exeter Automobile Receivables Trust 2022-4)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally but solely as Owner Trustee trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (bii) 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 Trust Company but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, 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, (div) Wilmington Trust, National Association Trust Company has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement and (ev) under no circumstances shall Wilmington Trust, National Association Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.
Appears in 13 contracts
Samples: Asset Representations Review Agreement (GM Financial Consumer Automobile Receivables Trust 2020-1), Asset Representations Review Agreement (GM Financial Consumer Automobile Receivables Trust 2020-1), Asset Representations Review Agreement (GM Financial Consumer Automobile Receivables Trust 2019-4)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that Notwithstanding anything contained herein to the contrary, (a) this Agreement is executed and delivered by Wilmington Trust, National AssociationAssociation (“WTNA”), 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 Owner Trustee and the Trust is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association WTNA 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 Wilmington Trust, National AssociationWTNA, individually or personally, to perform any covenant either expressed or implied contained herein of the IssuerOwner Trustee or 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 WTNA has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer Owner Trustee or the Trust in this Agreement and (e) under no circumstances shall Wilmington Trust, National Association WTNA be personally liable for the payment of any indebtedness or expenses of the Issuer Owner Trustee or the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Owner Trustee or the Trust under this Agreement or any other related documents.
Appears in 12 contracts
Samples: Securities Account Control Agreement (CarMax Auto Owner Trust 2024-4), Securities Account Control Agreement (Carmax Auto Funding LLC), Securities Account Control Agreement (CarMax Auto Owner Trust 2024-3)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company (the “Bank”), not individually or personally but solely as Owner Trustee trustee of the Issuer, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (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 the Bank but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Associationthe Bank, 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, and (d) Wilmington Trust, National Association has 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 the Bank 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 documentsdocument. Each of the parties hereto acknowledges that the Bank has not made any independent investigation into the facts or matters stated in the representations and warranties and covenants given by the Issuer in this Agreement.
Appears in 12 contracts
Samples: Asset Representations Review Agreement (Nissan Master Owner Trust Receivables), Asset Representations Review Agreement (Nissan Master Owner Trust Receivables), Asset Representations Review Agreement (Nissan Master Owner Trust Receivables)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Custodian Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally but solely as Owner Trustee trustee of the IssuerHolding Trust, in the exercise of the powers and authority conferred and vested in it, (bii) each of the representations, covenants, undertakings and agreements herein made on the part of the Issuer Holding Trust is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association Trust Company but is made and intended for the purpose of binding only the IssuerHolding Trust, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, individually or personally, to perform any covenant either expressed 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, (div) Wilmington Trust, National Association Trust Company has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer Holding Trust or any other Person in this Custodian Agreement and (ev) under no circumstances shall Wilmington Trust, National Association Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer Holding Trust or be liable for the breach or failure of any obligation, duty, representation, warranty or covenant made or undertaken by the Issuer Holding Trust under this Custodian Agreement or any other related documents.
Appears in 11 contracts
Samples: Custodian Agreement (Exeter Automobile Receivables Trust 2022-4), Custodian Agreement (Exeter Automobile Receivables Trust 2022-3), Custodian Agreement (Exeter Automobile Receivables Trust 2022-3)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, 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, (bii) 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 Trust Company but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, 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, (div) Wilmington Trust, National Association Trust Company has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement and (ev) under no circumstances shall Wilmington Trust, National Association Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.
Appears in 10 contracts
Samples: Asset Representations Review Agreement (GM Financial Consumer Automobile Receivables Trust 2022-1), Asset Representations Review Agreement (GM Financial Consumer Automobile Receivables Trust 2022-1), Asset Representations Review Agreement (GM Financial Consumer Automobile Receivables Trust 2021-4)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, 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, (bii) 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 Trust Company but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, 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, (div) Wilmington Trust, National Association Trust Company has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement and (ev) under no circumstances shall Wilmington Trust, National Association Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.
Appears in 9 contracts
Samples: Asset Representations Review Agreement (AmeriCredit Automobile Receivables Trust 2021-3), Asset Representations Review Agreement (AmeriCredit Automobile Receivables Trust 2021-3), Asset Representations Review Agreement (AmeriCredit Automobile Receivables Trust 2021-1)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that (a) Notwithstanding anything contained herein to the contrary, this Agreement is instrument has been executed and delivered by Wilmington Trust, National Association, Trust not individually or personally in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall Wilmington Trust in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the 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 exercise performance of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part any duties or obligations of the Issuer is made and intended not as personal representationshereunder, 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 Issuer shall be construed subject to, and entitled to the benefits of, the laws and provisions of Articles Six, Seven and Eight of the Trust Agreement. No recourse under any obligation, covenant or agreement of the Issuer contained in this Agreement shall be had against any agent, independent contractor, or other Person acting on behalf of the Issuer (including the Administrator and the Owner Trustee) as creating 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, independent contractor, or other Person acting on Wilmington Trustbehalf of the Issuer (including the Administrator and Owner Trustee), National Associationas such, individually under or personallyby reason of any obligations, to perform any covenant either expressed covenants or agreements of the Issuer contained in this Agreement, or implied contained herein of the Issuertherefrom, and that any and all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations and warranties made personal liability for breaches by the Issuer of any of its obligations, covenants or agreements, either at common law or at equity, or by statute or construction, of every such agent, independent contractor, or Person is hereby expressly waived as a condition of and in this Agreement and (e) under no circumstances shall Wilmington Trust, National Association be personally liable consideration for the payment execution 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 documentsAgreement.
Appears in 9 contracts
Samples: Administration Agreement (California Republic Auto Receivables Trust 2018-1), Administration Agreement (California Republic Auto Receivables Trust 2018-1), Administration Agreement (California Republic Auto Receivables Trust 2017-1)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that (a) Notwithstanding anything contained herein to the contrary, this Agreement is instrument has been 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 not in its individual capacity but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed solely in its capacity as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein Owner Trustee of the Issuer, all such liability, if any, being expressly waived by the parties hereto Issuer and by any Person claiming by, through or under the parties hereto, (d) Wilmington Trust, National Association has made in 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 event shall Wilmington Trust, National Association be personally liable in its individual capacity have any liability for the payment of any indebtedness representations, warranties, covenants, agreements or expenses other obligations of the 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 Issuer shall be liable for subject to, and entitled to the breach or failure benefits of, the laws and provisions of Articles VI, VII and VIII of the Trust Agreement. No recourse under any obligation, representationcovenant or agreement of the Issuer contained in this Agreement shall be had against any agent, warranty independent contractor, or covenant made other Person acting on behalf of the Issuer (including the Administrator and the Owner Trustee) as such by the enforcement of any assessment or undertaken 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, independent contractor, or other Person acting on behalf of the Issuer (including the Administrator and Owner Trustee), as such, under or by reason of any obligations, covenants or agreements of the Issuer contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Issuer under of any of its obligations, covenants or agreements, either at common law or at equity, or by statute or construction, of every such agent, independent contractor, or Person is hereby expressly waived as a condition of and in consideration for the execution of this Agreement or any other related documentsAgreement.
Appears in 7 contracts
Samples: Administration Agreement (California Republic Auto Receivables Trust 2015-2), Administration Agreement (California Republic Auto Receivables Trust 2015-1), Administration Agreement (California Republic Funding LLC)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally but solely as Owner Trustee 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, National Association 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, National AssociationTrust Company, 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) Wilmington Trust, National Association Trust Company has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer or any other Person in this Agreement and (e) under no circumstances shall Wilmington Trust, National Association Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, 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 7 contracts
Samples: Asset Representations Review Agreement (Exeter Automobile Receivables Trust 2024-4), Asset Representations Review Agreement (Exeter Automobile Receivables Trust 2024-4), Asset Representations Review Agreement (Exeter Automobile Receivables Trust 2024-2)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington Trust, National AssociationWTNA, 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 WTNA 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 AssociationWTNA, 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 WTNA 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 (e) under no circumstances shall Wilmington Trust, National Association WTNA 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 6 contracts
Samples: Asset Representations Review Agreement (Mercedes-Benz Auto Lease Trust 2017-A), Asset Representations Review Agreement (Mercedes-Benz Auto Lease Trust 2017-A), Asset Representations Review Agreement (Mercedes-Benz Auto Lease Trust 2016-B)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as Owner Trustee of the IssuerInitial-Secured Party, 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 Initial-Secured Party 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 IssuerInitial-Secured Party, (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 IssuerInitial-Secured Party, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer Initial-Secured Party 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 Initial-Secured Party or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Initial-Secured Party under this Agreement or any other related documents.
Appears in 6 contracts
Samples: Control Agreement (BMW Vehicle Lease Trust 2017-1), Control Agreement (BMW Vehicle Lease Trust 2017-1), Control Agreement (BMW Vehicle Lease Trust 2016-2)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement is executed and delivered by Wilmington Trust, National AssociationWTNA, 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, (bii) 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 TrustWTNA, National Association but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWTNA, 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, (div) Wilmington Trust, National Association WTNA 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 (ev) under no circumstances shall Wilmington Trust, National Association WTNA 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 6 contracts
Samples: Asset Representations Review Agreement (Daimler Trucks Retail Trust 2024-1), Asset Representations Review Agreement (Daimler Trucks Retail Trust 2024-1), Asset Representations Review Agreement (Mercedes-Benz Auto Receivables Trust 2024-1)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington 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 Wilmington 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 Wilmington 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) Wilmington 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 Wilmington 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 6 contracts
Samples: Asset Representations Review Agreement (Carmax Auto Funding LLC), Asset Representations Review Agreement (Carmax Auto Funding LLC), Asset Representations Review Agreement (CarMax Auto Owner Trust 2016-2)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement Amendment is executed and delivered by Wilmington Trust, National Association, Deutsche Bank Trust Company Delaware not individually or personally but solely as Owner Trustee of the IssuerTrustee, in the exercise of the powers and authority conferred and vested in it, (bii) each of the representations, undertakings and agreements herein made on the part of the Issuer Issuing Entity is made and intended not as a personal representationsrepresentation, undertakings and agreements undertaking or agreement by Wilmington Trust, National Association Deutsche Bank Trust Company Delaware but is made and intended for the purpose of binding only the IssuerIssuing Entity, (ciii) nothing herein contained shall will be construed as creating any liability on Wilmington Trust, National Association, Deutsche Bank Trust Company Delaware individually or personally, to perform any covenant of the Issuing Entity either expressed or implied contained herein of the Issuerherein, all such liability, if any, being expressly waived by the parties hereto to this Amendment and by any Person claiming by, through or under the parties hereto, (d) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement them and (eiv) under no circumstances shall Wilmington Trust, National Association will Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses of the Issuer Issuing Entity 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 5 contracts
Samples: Pooling and Servicing Agreement (Navistar International Corp), Pooling and Servicing Agreement (Navistar International Corp), Pooling and Servicing Agreement (Navistar International Corp)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington TrustCitibank, National AssociationN.A., not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (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 TrustCitibank, National Association N.A., but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington TrustCitibank, National AssociationN.A., individually or personally, to perform any covenant either expressed express 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) Wilmington TrustCitibank, National Association N.A. has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement Agreement, and (e) under no circumstances shall Wilmington TrustCitibank, National Association N.A. be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any the other related documents.
Appears in 5 contracts
Samples: Sale Agreement, Sale Agreement (Huntington Auto Trust 2016-1), Sale Agreement (Huntington Auto Trust 2016-1)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as Owner Trustee on behalf of the IssuerIssuer under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (bii) 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, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, 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 to this Agreement and by any Person person claiming by, through or under the parties hereto, (d) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement them and (eiv) 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 undertaking by the Issuer under this Agreement or any other related documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.
Appears in 5 contracts
Samples: Sale and Servicing Agreement (Horizon Technology Finance Corp), Sale and Servicing Agreement (Hercules Capital, Inc.), Sale and Servicing Agreement (Hercules Capital, Inc.)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally but solely as Owner Trustee trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (bii) each of the representations, covenants, 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 Trust Company but is made and intended for the purpose of binding only the Issuerissuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, individually or personally, to perform any covenant either expressed 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, (div) Wilmington Trust, National Association Trust Company has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement and (ev) under no circumstances shall Wilmington Trust, National Association Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligationobligations, 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 4 contracts
Samples: Asset Representations Review Agreement (GM Financial Automobile Leasing Trust 2022-3), Asset Representations Review Agreement (GM Financial Automobile Leasing Trust 2022-2), Asset Representations Review Agreement (GM Financial Automobile Leasing Trust 2022-2)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally but solely as Owner Trustee 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, undertakings and agreements by Wilmington Trust, National Association 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, National AssociationTrust Company, 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) Wilmington Trust, National Association Trust Company has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer or any other Person in this Agreement and (e) under no circumstances shall Wilmington Trust, National Association Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, duty, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.
Appears in 4 contracts
Samples: Asset Representations Review Agreement (Exeter Automobile Receivables Trust 2022-4), Asset Representations Review Agreement (Exeter Automobile Receivables Trust 2022-1), Asset Representations Review Agreement (Exeter Automobile Receivables Trust 2021-3)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington Trust, National Association[ ], not individually or personally but solely as Owner Trustee of the IssuerIssuing Entity, 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 Issuing Entity 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 IssuerIssuing Entity, (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 IssuerIssuing Entity, 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 Issuing Entity 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 Issuing Entity 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 or any other related documents.
Appears in 4 contracts
Samples: Asset Representations Review Agreement (World Omni LT), Exchange Note Transfer Agreement (World Omni LT), Exchange Note Transfer Agreement (World Omni LT)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally but solely as Owner Trustee trustee of the IssuerTransferee and Transferor, 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 Transferee and Transferor is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association Trust Company but is made and intended for the purpose of binding only the IssuerTransferee and Transferor, as applicable, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, individually or personally, to perform any covenant either expressed 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) Wilmington Trust, National Association Trust Company has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer Transferee and Transferor in this Agreement and (e) under no circumstances shall Wilmington Trust, National Association Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer Transferee or Transferor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Transferee or Transferor under this Agreement or any other related documents.
Appears in 4 contracts
Samples: Contribution Agreement (Exeter Automobile Receivables Trust 2021-1), Contribution Agreement (Exeter Automobile Receivables Trust 2021-1), Contribution Agreement (Exeter Automobile Receivables Trust 2020-3)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) 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, (bii) 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 Association, but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington 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, (div) Wilmington Trust, National Association 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 (ev) 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.
Appears in 4 contracts
Samples: Asset Representations Review Agreement (Mercedes-Benz Auto Receivables Trust 2023-1), Asset Representations Review Agreement (Mercedes-Benz Auto Receivables Trust 2023-1), Asset Representations Review Agreement (Mercedes-Benz Auto Receivables Trust 2018-1)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington Trust, National AssociationThe Bank of New York Mellon, not individually or personally but solely as Owner Trustee of the Issuer, Issuer in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (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 TrustThe Bank of New York Mellon, 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 AssociationThe Bank of New York Mellon, individually or personally, to perform any covenant either expressed express 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) Wilmington Trust, National Association The Bank of New York Mellon has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement and (e) under no circumstances shall Wilmington Trust, National Association The Bank of New York Mellon 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 documents. For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.
Appears in 4 contracts
Samples: Asset Representations Review Agreement (Fifth Third Auto Trust 2019-1), Asset Representations Review Agreement (Fifth Third Auto Trust 2019-1), Asset Representations Review Agreement (Fifth Third Auto Trust 2017-1)
Limitation of Liability of Owner Trustee. The (i) It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement document is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as Owner Trustee 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 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) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement 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.
(ii) The Transferor, as Equity Certificateholder, hereby:
(A) consents to, and authorizes, empowers and directs the Owner Trustee, in the name and on behalf of the Issuer, to execute and deliver (a) this Agreement, (b) the Supplemental Indenture No. 2, dated of even date herewith, by and among the Issuer, the Servicer and the Indenture Trustee (the “Supplemental Indenture No. 2”), (c) the Amended and Restated Series 2017-VFN Indenture Supplement, dated of even date herewith, by and among the Issuer, the Servicer and the Indenture Trustee (the “A&R Series Supplement”), and (d) each other document, instrument or writing (including, without limitation, any Issuer Order and any Note) as may be referenced in, attached to, contemplated by, or necessary or convenient in connection with the transactions contemplated hereby or thereby;
(B) instructs the Owner Trustee, in connection with the transactions contemplated by the A&R Series Supplement and the Supplemental Indenture No. 2 only, to waive the right to receive an Opinion of Counsel in connection with the execution thereof set forth in Section 2.12(c) of the Indenture; and
(C) waives any notice in connection with the foregoing and certifies and confirms that (x) it is the sole Equity Certificateholder, (y) the foregoing direction and actions are necessary, suitable, or convenient in connection with the matters described in Section 2.03 of the Trust Agreement, and do not violate or conflict with, are not contrary to, are contemplated and authorized by, and are consistent and in accordance and compliance with the Trust Agreement, this Agreement or any other related documentsand the Transaction Documents and the obligations of the Issuer and the Owner Trustee under the Trust Agreement, the this Agreement and the Transaction Documents, and (z) the foregoing directions are made by the Equity Certificateholder pursuant to Section 6.01 of the Trust Agreement, and the execution and delivery of such documents and the waiver of the right to receive an Opinion of Counsel are actions taken pursuant to such direction and therefore covered by the indemnifications provided under the Trust Agreement.
Appears in 4 contracts
Samples: Omnibus Amendment to Indenture and Note Purchase Agreement (United States Cellular Corp), Omnibus Amendment to Indenture and Note Purchase Agreement (United States Cellular Corp), Series 2017 VFN Note Purchase Agreement (United States Cellular Corp)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement is executed and delivered by Wilmington Trust, National AssociationThe Bank of New York Mellon, 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, (bii) 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 The Bank of New York Mellon but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationThe Bank of New York Mellon, 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, (div) Wilmington Trust, National Association The Bank of New York Mellon has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and (ev) under no circumstances shall Wilmington Trust, National Association The Bank of New York Mellon 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 documentsdocument.
Appears in 4 contracts
Samples: Sale Agreement (Fifth Third Auto Trust 2019-1), Sale Agreement (Fifth Third Auto Trust 2017-1), Sale Agreement (Fifth Third Auto Trust 2017-1)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement Omnibus Amendment is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally but solely as Owner Trustee of the Holding Trust and the Issuer, in the exercise of the powers and authority conferred and vested in it, (bii) each of the representations, covenants, undertakings and agreements herein made on the part of the Holding Trust and the Issuer is made and intended not as personal representations, undertakings covenants, undertakings, and agreements by Wilmington Trust, National Association Trust Company but is made and intended for the purpose of binding only the Holding Trust and the Issuer, respectively, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, individually or personally, to perform any covenant either expressed 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, (div) Wilmington Trust, National Association Trust Company has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer Holding Trust, the Issuer, or any other Person in this Agreement Omnibus Amendment and (ev) under no circumstances shall Wilmington Trust, National Association Trust Company be personally liable for the payment of any indebtedness or expenses of the Holding Trust or 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 Holding Trust or the Issuer under this Agreement Omnibus Amendment or any other related documents.
Appears in 4 contracts
Samples: Trust Agreement and Indenture Amendment (Exeter Automobile Receivables Trust 2022-2), Trust Agreement and Indenture Amendment (Exeter Automobile Receivables Trust 2022-4), Trust Agreement and Indenture (Exeter Automobile Receivables Trust 2022-3)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, 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 Wilmington Trust, National Association Trust Company but is made and intended for the purpose of for binding only the IssuerTrust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, individually or personally, to perform any covenant either expressed 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) Wilmington Trust, National Association has 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 Trust Company 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 documentsTransaction Documents; provided, however, that no provision of this Agreement shall be construed to relieve the Owner Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, its action in bad faith or its own willful misconduct.
Appears in 3 contracts
Samples: Servicing and Custodian Agreement (Americredit Corp), Servicing and Custodian Agreement (Americredit Corp), Servicing and Custodian Agreement (Americredit Corp)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement document is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally personally, but solely as Owner Trustee of the IssuerTrustee, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer Trust is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association Trust Company but is made and intended for the purpose of for binding only the IssuerTrust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuerherein, all such liability, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto, and (d) Wilmington Trust, National Association has 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 Trust Company 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 documentsMortgage Loan Documents; provided, however, that this provision shall in no way limit or restrict the liabilities of Wilmington Trust Company under the Basic Documents to which it is a party.
Appears in 3 contracts
Samples: Indenture (Peoples Choice Home Loan Securities Trust Series 2005-2), Indenture (Peoples Choice Home Loan Securities Trust Series 2005-3), Indenture (Peoples Choice Home Loan Securities Trust Series 2005-4)
Limitation of Liability of Owner Trustee. The Issuer is a Delaware common law trust and not a separate legal entity under Delaware law. In furtherance thereof, all parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington TrustSavings Fund Society, National AssociationFSB, d/b/a Christiana Trust (“Bank”), not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in itit under the governing instrument of the Issuer, (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, National Association Bank but is made and intended for the purpose of binding only the IssuerIssuer and its assets (which are separate and distinct from the individual assets of Bank), (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationBank, individually or personally, to perform any covenant agreement, undertaking or covenant, either expressed or implied implied, contained herein of the IssuerIssuer Subsidiary, 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 Bank has not verified or made no any investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and such representations and warranties are thus solely a means of allocating risk among the parties and (e) under no circumstances shall Wilmington Trust, National Association Bank 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, undertaking, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents. All recourse of the parties shall be limited to the Trust Estate, if any, of the Issuer.
Appears in 3 contracts
Samples: Subordination, Acknowledgment and Pledge Agreement, Subordination, Acknowledgment and Pledge Agreement (Pennymac Financial Services, Inc.), Subordination, Acknowledgment and Pledge Agreement (PennyMac Mortgage Investment Trust)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by and between the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement Indenture is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally in its individual capacity but solely as Owner Trustee of the Issuer, Issuer in the exercise of the powers power and authority conferred and vested in itit as such Owner Trustee, (bii) each of the representations, undertakings and agreements made herein made on the part of by the Issuer is made and intended are not as personal representations, undertakings and agreements by of Wilmington TrustTrust Company, National Association but is made and intended for the purpose of are binding only on the Issuer, (ciii) nothing contained herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, individually or personally, to perform any covenant of the Issuer, either expressed or implied implied, contained herein of the Issuerherein, all such liability, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties heretoany such party, (d) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and (eiv) under no circumstances shall Wilmington Trust, National Association Trust Company be personally liable for the payment of any indebtedness or expenses expense 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 documentsIndenture.
Appears in 3 contracts
Samples: Indenture (GS Auto Loan Trust 2005-1), Indenture (GS Auto Loan Trust 2006-1), Indenture (GS Auto Loan Trust 2007-1)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree 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 itit under the Trust Agreement, (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 for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association[ ], individually or personally, to perform any covenant either expressed express or implied contained herein 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) Wilmington Trust, National Association [ ] has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement 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 the other related documents.
Appears in 3 contracts
Samples: Sale Agreement (Capital One Auto Receivables LLC), Sale Agreement (Capital One Auto Receivables LLC), Sale Agreement (Huntington Funding, LLC)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree 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 itit under the Trust Agreement, (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 Association, but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed express or implied contained herein 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, and (d) Wilmington Trust, National Association has 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 the other related documents.
Appears in 3 contracts
Samples: Sale Agreement (Fifth Third Auto Trust 2013-1), Sale Agreement (Fifth Third Auto Trust 2013-A), Sale Agreement (Fifth Third Auto Trust 2014-1)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree 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 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.
Appears in 2 contracts
Samples: Control Agreement (Financial Services Vehicle Trust), Control Agreement (Financial Services Vehicle Trust)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement Indenture is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as Owner Trustee owner trustee of the Issuer, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (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 covenants, either expressed or implied implied, contained herein of the Issuerherein, all such personal liability, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto, (d) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement Indenture 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 Indenture or any the other related documentsTransaction Documents to which the Issuer is a party.
Appears in 2 contracts
Samples: Indenture (Springleaf Holdings, Inc.), Indenture (Springleaf Finance Corp)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree 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, Issuer in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (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 express 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) Wilmington Trust, National Association [ ] has made no investigation as to the accuracy or completeness of any representations and or 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 the other related documents. For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.
Appears in 2 contracts
Samples: Asset Representations Review Agreement (Fifth Third Holdings Funding, LLC), Asset Representations Review Agreement (Fifth Third Holdings Funding, LLC)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that Notwithstanding anything contained herein to the contrary, (a) this Agreement instrument is executed and delivered by Wilmington Trust, U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the IssuerHyundai Auto Receivables Trust 2020-B, 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, U.S. Bank Trust National Association but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, U.S. Bank Trust National Association, 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) Wilmington Trust, U.S. Bank Trust National Association has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement instrument and (e) under no circumstances shall Wilmington Trust, U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement instrument or any other related documents. In no event will U.S. Bank Trust National Association in its individual capacity or a beneficial owner of the Issuer be liable for the Issuer’s obligations under this Agreement. For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.
Appears in 2 contracts
Samples: Asset Representations Review Agreement (Hyundai Auto Receivables Trust 2020-B), Asset Representations Review Agreement (Hyundai Auto Receivables Trust 2020-B)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that Notwithstanding anything contained herein to the contrary, (a) this Agreement instrument is executed and delivered by Wilmington Trust, U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the IssuerHyundai Auto Receivables Trust 2020-C, 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, U.S. Bank Trust National Association but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, U.S. Bank Trust National Association, 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) Wilmington Trust, U.S. Bank Trust National Association has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement instrument and (e) under no circumstances shall Wilmington Trust, U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement instrument or any other related documents. In no event will U.S. Bank Trust National Association in its individual capacity or a beneficial owner of the Issuer be liable for the Issuer’s obligations under this Agreement. For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.
Appears in 2 contracts
Samples: Asset Representations Review Agreement (Hyundai Auto Receivables Trust 2020-C), Asset Representations Review Agreement (Hyundai Auto Receivables Trust 2020-C)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Insurance and Indemnity Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company (“Wilmington”), not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is are made and intended not as personal representations, undertakings and agreements by Wilmington TrustWilmington, National Association but is are made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWilmington, 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) Wilmington Trust, National Association has 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 Insurance and Indemnity Agreement or any other related documentsotherwise.
Appears in 2 contracts
Samples: Insurance and Indemnity Agreement (National Collegiate Student Loan Trust 2007-4), Insurance and Indemnity Agreement (National Collegiate Student Loan Trust 2007-3)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement is executed and delivered by Wilmington Trust, National Association[Owner Trustee], not individually or personally but solely as Owner Trustee trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (bii) 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 [Owner Trustee] but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association[Owner Trustee], 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, (div) Wilmington Trust, National Association [Owner Trustee] has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement and (ev) under no circumstances shall Wilmington Trust, National Association [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.
Appears in 2 contracts
Samples: Asset Representations Review Agreement (GMF Floorplan Owner Revolving Trust), Asset Representations Review Agreement (AFS SenSub Corp.)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (bii) each of the representations, covenants, 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 Trust Company but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, 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, (div) Wilmington Trust, National Association Trust Company has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement and (ev) under no circumstances shall Wilmington Trust, National Association Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, 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 2 contracts
Samples: Asset Representations Review Agreement (AmeriCredit Automobile Receivables Trust 2022-1), Asset Representations Review Agreement (AmeriCredit Automobile Receivables Trust 2022-1)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that Notwithstanding anything contained herein to the contrary, (a) this Agreement instrument is executed and delivered by Wilmington Trust, U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the IssuerHyundai Auto Receivables Trust 2021-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 Wilmington Trust, U.S. Bank Trust National Association but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, U.S. Bank Trust National Association, 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) Wilmington Trust, U.S. Bank Trust National Association has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement instrument and (e) under no circumstances shall Wilmington Trust, U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement instrument or any other related documents. In no event will U.S. Bank Trust National Association in its individual capacity or a beneficial owner of the Issuer be liable for the Issuer’s obligations under this Agreement. For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.
Appears in 2 contracts
Samples: Asset Representations Review Agreement (Hyundai Auto Receivables Trust 2021-A), Asset Representations Review Agreement (Hyundai Auto Receivables Trust 2021-A)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington Trust, National Association[Owner Trustee], not individually or personally but solely as Owner Trustee of the IssuerTransferee, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer Transferee is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association [Owner Trustee] but is made and intended for the purpose of for binding only the IssuerTransferee, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association[Owner Trustee], individually or personally, to perform any covenant either expressed express 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) Wilmington Trust, National Association [Owner Trustee] has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement Agreement, and (e) under no circumstances shall Wilmington Trust, National Association [Owner Trustee] be personally liable for the payment of any indebtedness or expenses of the Issuer Transferee or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Transferee under this Agreement or any the other related documents.
Appears in 2 contracts
Samples: Exchange Note Transfer Agreement (ACAR Leasing Ltd.), Exchange Note Transfer Agreement (ACAR Leasing Ltd.)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that (a) Notwithstanding anything contained herein to the contrary, this Agreement is has been executed and delivered by Wilmington Trust, National Association[●], not individually or personally in its individual capacity, but solely in its capacity 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 Owner Trustee and 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 Owner Trustee or 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 made no investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee, or 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 Owner Trustee or Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Owner Trustee or Issuer 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 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.
Appears in 2 contracts
Samples: Securities Account Control Agreement, Securities Account Control Agreement
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree 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 itit under the Trust Agreement, (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 Association, but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed express or implied contained herein 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) Wilmington Trust, National Association has 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 the other related documents.
Appears in 2 contracts
Samples: Sale Agreement (Fifth Third Auto Trust 2014-3), Sale Agreement (Fifth Third Auto Trust 2014-2)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree 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 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) Wilmington Trust, National Association has 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.
Appears in 2 contracts
Samples: Administration Agreement (OneMain Financial Holdings, Inc.), Administration Agreement (OneMain Financial Holdings, Inc.)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that Notwithstanding anything contained herein to the contrary, (a) this Agreement instrument is executed and delivered by Wilmington Trust, U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the IssuerHyundai Auto Receivables Trust 2016-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 Wilmington Trust, U.S. Bank Trust National Association but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, U.S. Bank Trust National Association, 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) Wilmington Trust, U.S. Bank Trust National Association has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement instrument and (e) under no circumstances shall Wilmington Trust, U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement instrument or any other related documents. In no event will U.S. Bank Trust National Association in its individual capacity or a beneficial owner of the Issuer be liable for the Issuer’s obligations under this Agreement. For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.
Appears in 2 contracts
Samples: Asset Representations Review Agreement (Hyundai Abs Funding LLC), Asset Representations Review Agreement (Hyundai Auto Receivables Trust 2016-A)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement governing the organization and management of the Issuer, (bii) 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, National Association Trust Company but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, 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, (div) Wilmington Trust, National Association Trust Company has not verified or made no any investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement and (ev) under no circumstances shall Wilmington Trust, National Association Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, 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 2 contracts
Samples: Asset Representations Review Agreement (AmeriCredit Automobile Receivables Trust 2023-1), Asset Representations Review Agreement (AmeriCredit Automobile Receivables Trust 2023-1)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that Notwithstanding anything contained herein to the contrary, (a) this Agreement instrument is executed and delivered by Wilmington Trust, U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the IssuerHyundai Auto Receivables Trust 2019-B, 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, U.S. Bank Trust National Association but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, U.S. Bank Trust National Association, 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) Wilmington Trust, U.S. Bank Trust National Association has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement instrument and (e) under no circumstances shall Wilmington Trust, U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement instrument or any other related documents. In no event will U.S. Bank Trust National Association in its individual capacity or a beneficial owner of the Issuer be liable for the Issuer’s obligations under this Agreement. For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.
Appears in 2 contracts
Samples: Asset Representations Review Agreement (Hyundai Abs Funding LLC), Asset Representations Review Agreement (Hyundai Abs Funding LLC)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that Notwithstanding anything contained herein to the contrary, (a) this Agreement is executed and delivered by Wilmington Trust, National AssociationAssociation (“WTNA”), 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 Owner Trustee and the Trust is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association WTNA 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 Wilmington Trust, National AssociationWTNA, individually or personally, to perform any covenant either expressed or implied contained herein of the IssuerOwner Trustee or 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 WTNA has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer Owner Trustee or the Trust in this Agreement and (e) under no circumstances shall Wilmington Trust, National Association WTNA be personally liable for the payment of any indebtedness or expenses of the Issuer Owner Trustee or the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Owner Trustee or the Trust under this Agreement or any other related documents.. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Appears in 2 contracts
Samples: Securities Account Control Agreement (Carmax Auto Funding LLC), Securities Account Control Agreement (Carmax Auto Funding LLC)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement is executed and delivered by Wilmington Trust, National Associationthe Trustee Bank, 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 is made and intended not as personal representations, undertakings and agreements by Wilmington Trustthe Trustee Bank, National Association but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Associationthe Trustee Bank, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuer, either expressed or implied, contained herein, all such liabilityliability of the Trustee Bank 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) Wilmington Trust, National Association the Trustee Bank has made no investigation as to into the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement Agreement, and (ev) under no circumstances shall Wilmington Trust, National Association the Trustee Bank 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: Asset Representations Review Agreement (World Omni Auto Receivables LLC), Asset Representations Review Agreement (World Omni Auto Receivables LLC)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement is executed and delivered by Wilmington Trust, National Associationthe Trustee Bank, 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 Wilmington Trustthe Trustee Bank, National 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 Wilmington Trust, National Associationthe Trustee Bank, 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 the Trustee Bank 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) Wilmington Trust, National Association the Trustee Bank has 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 Agreement, and (ev) under no circumstances shall Wilmington Trust, National Association the Trustee Bank 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 or any other related documents.
Appears in 2 contracts
Samples: Asset Representations Review Agreement (World Omni Select Auto Trust 2021-A), Asset Representations Review Agreement (World Omni Select Auto Trust 2021-A)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that Notwithstanding anything contained herein to the contrary, (a) this Agreement instrument is executed and delivered by Wilmington Trust, U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the IssuerHyundai Auto Receivables 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 Wilmington Trust, U.S. Bank Trust National Association but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, U.S. Bank Trust National Association, 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) Wilmington Trust, U.S. Bank Trust National Association has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement instrument and (e) under no circumstances shall Wilmington Trust, U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement instrument or any other related documents. In no event will U.S. Bank Trust National Association in its individual capacity or a beneficial owner of the Issuer be liable for the Issuer’s obligations under this Agreement. For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.
Appears in 2 contracts
Samples: Asset Representations Review Agreement (Hyundai Auto Receivables Trust 2020-A), Asset Representations Review Agreement (Hyundai Auto Receivables Trust 2020-A)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that Notwithstanding anything contained herein to the contrary, (a) this Agreement instrument is executed and delivered by Wilmington Trust, U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the IssuerHyundai Auto Receivables Trust 2016-B, 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, U.S. Bank Trust National Association but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, U.S. Bank Trust National Association, 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) Wilmington Trust, U.S. Bank Trust National Association has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement instrument and (e) under no circumstances shall Wilmington Trust, U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement instrument or any other related documents. In no event will U.S. Bank Trust National Association in its individual capacity or a beneficial owner of the Issuer be liable for the Issuer’s obligations under this Agreement. For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.
Appears in 2 contracts
Samples: Asset Representations Review Agreement (Hyundai Auto Receivables Trust 2016-B), Asset Representations Review Agreement (Hyundai Abs Funding LLC)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement Amendment is executed and delivered by Wilmington 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 Wilmington 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 Wilmington 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) 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 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 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. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, 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, (bii) each of the representations, 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, National Association Trust Company but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, 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, (div) Wilmington Trust, National Association Trust Company has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement and (ev) under no circumstances shall Wilmington Trust, National Association Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, 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 2 contracts
Samples: Asset Representations Review Agreement (GM Financial Consumer Automobile Receivables Trust 2022-3), Asset Representations Review Agreement (Afs Sensub Corp.)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that Notwithstanding anything contained herein to the contrary, (a) this Agreement instrument is executed and delivered by Wilmington Trust, U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the IssuerHyundai Auto Receivables Trust 2019-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 Wilmington Trust, U.S. Bank Trust National Association but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, U.S. Bank Trust National Association, 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) Wilmington Trust, U.S. Bank Trust National Association has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement instrument and (e) under no circumstances shall Wilmington Trust, U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement instrument or any other related documents. In no event will U.S. Bank Trust National Association in its individual capacity or a beneficial owner of the Issuer be liable for the Issuer’s obligations under this Agreement. For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.
Appears in 2 contracts
Samples: Asset Representations Review Agreement (Hyundai Abs Funding LLC), Asset Representations Review Agreement (Hyundai Abs Funding LLC)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement document is executed and delivered by Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association, not individually or personally personally, but solely as Owner Trustee of the IssuerTrustee, in the exercise of the powers and authority conferred and vested in it, pursuant to the respective Trust Agreement of each Trust, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer Trusts is made and intended not as personal representations, undertakings and agreements by Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association but is made and intended for the purpose of for binding only the IssuerTrusts, (c) nothing herein contained shall be construed as creating any liability on Wilmington TrustXxxxx Fargo Delaware Trust Company, 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 person claiming by, through or under the parties hereto, and (d) Wilmington Trust, National Association has 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 TrustXxxxx Fargo Delaware Trust Company, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer Trusts or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Trusts under this Agreement Amendment or any other related documentsdocument.
Appears in 2 contracts
Samples: Administration Agreement (Navient Student Loan Trust 2015-1), Revolving Credit Agreement (Navient Student Loan Trust 2015-1)
Limitation of Liability of Owner Trustee. The Notwithstanding anything else contained herein to the contrary, it is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement document is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally personally, but solely as Owner Trustee of the IssuerTrustee, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer Trust is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association Trust Company but is made and intended for the purpose of for binding only the IssuerTrust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuerherein, all such liability, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto, and (d) Wilmington Trust, National Association has 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 Trust Company 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. In all circumstances hereunder, notwithstanding anything contained herein or in any other document to the contrary, the Owner Trustee is entitled to the benefits of the Trust Agreement and has no obligation to act hereunder other than pursuant to instruction as set forth in the Trust Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Residential Asset Funding Corp), Loan Purchase Agreement (Residential Asset Funding Corp)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that Notwithstanding anything contained herein to the contrary, (a) this Agreement instrument is executed and delivered by Wilmington Trust, U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the IssuerHyundai Auto Receivables Trust 2018-B, 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, U.S. Bank Trust National Association but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, U.S. Bank Trust National Association, 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) Wilmington Trust, U.S. Bank Trust National Association has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement instrument and (e) under no circumstances shall Wilmington Trust, U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement instrument or any other related documents. In no event will U.S. Bank Trust National Association in its individual capacity or a beneficial owner of the Issuer be liable for the Issuer’s obligations under this Agreement. For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.
Appears in 2 contracts
Samples: Asset Representations Review Agreement (Hyundai Auto Receivables Trust 2018-B), Asset Representations Review Agreement (Hyundai Auto Receivables Trust 2018-B)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that Notwithstanding anything contained herein to the contrary, (a) this Agreement instrument is executed and delivered by Wilmington Trust, U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the IssuerHyundai Auto Receivables Trust 2017-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 Wilmington Trust, U.S. Bank Trust National Association but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, U.S. Bank Trust National Association, 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) Wilmington Trust, U.S. Bank Trust National Association has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement instrument and (e) under no circumstances shall Wilmington Trust, U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement instrument or any other related documents. In no event will U.S. Bank Trust National Association in its individual capacity or a beneficial owner of the Issuer be liable for the Issuer’s obligations under this Agreement. For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.
Appears in 2 contracts
Samples: Asset Representations Review Agreement (Hyundai Abs Funding LLC), Asset Representations Review Agreement (Hyundai Auto Receivables Trust 2017-A)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that Notwithstanding anything contained herein to the contrary, (a) this Agreement instrument is executed and delivered by Wilmington Trust, U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the IssuerHyundai Auto Receivables Trust 2017-B, 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, U.S. Bank Trust National Association but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, U.S. Bank Trust National Association, 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) Wilmington Trust, U.S. Bank Trust National Association has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement instrument and (e) under no circumstances shall Wilmington Trust, U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement instrument or any other related documents. In no event will U.S. Bank Trust National Association in its individual capacity or a beneficial owner of the Issuer be liable for the Issuer’s obligations under this Agreement. For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.
Appears in 2 contracts
Samples: Asset Representations Review Agreement (Hyundai Auto Receivables Trust 2017-B), Asset Representations Review Agreement (Hyundai Auto Receivables Trust 2017-B)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that Notwithstanding anything contained herein to the contrary, (a) this Agreement instrument is executed and delivered by Wilmington Trust, U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants, undertakings and agreements by Wilmington Trust, U.S. Bank Trust National Association but is made and intended for the purpose of binding only, and is only binding on, the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, U.S. Bank Trust National Association, 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) Wilmington Trust, U.S. Bank Trust National Association has made no and will make no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement instrument and (e) under no circumstances shall Wilmington Trust, U.S. Bank Trust National Association be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement instrument or any other related documents. In no event will U.S. Bank Trust National Association in its individual capacity or a beneficial owner of the Issuer be liable for the Issuer’s obligations under this Agreement. For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.
Appears in 2 contracts
Samples: Asset Representations Review Agreement (Fifth Third Auto Trust 2023-1), Asset Representations Review Agreement (Fifth Third Auto Trust 2023-1)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that Notwithstanding anything contained herein to the contrary, (a) this Agreement is executed and delivered instrument has been signed by Wilmington Trust, National Association, Deutsche Bank Trust Company Delaware not individually or personally in its individual capacity but solely in its capacity as Owner Trustee of the IssuerBuyer, 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 Buyer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association Deutsche Bank Trust 10 SUBI Transfer Agreement (2020-A) Company Delaware but is made and intended for the purpose of for binding only the IssuerBuyer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationDeutsche Bank Trust Company Delaware, individually or personally, to perform any covenant either expressed or implied contained herein 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) Wilmington Trust, National Association Deutsche Bank Trust Company Delaware has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer Buyer in this Agreement Agreement, and (e) under no circumstances shall Wilmington Trust, National Association Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses of the Issuer Buyer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Buyer under this Agreement or any other related documents.
Appears in 2 contracts
Samples: Subi Transfer Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Subi Transfer Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) 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, (bii) 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, National Association but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington 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, (div) Wilmington Trust, National Association has not verified or made no any investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement and (ev) 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, 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 1 contract
Samples: Asset Representations Review Agreement (Afs Sensub Corp.)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement Amendment is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally but solely as (i) Owner Trustee of the Titling Trust, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement and (ii) Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, it under the Issuer Trust Agreement (b) each of the representations, undertakings and agreements herein made on the part of the Titling Trust and the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association Trust Company but is made and intended for the purpose of for binding only the Titling Trust or the Issuer, as applicable, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, individually or personally, to perform any covenant either expressed express or implied contained herein 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, and (d) Wilmington Trust, National Association has 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 Trust Company be personally liable for the payment of any indebtedness or expenses of the Titling Trust or the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Titling Trust or the Issuer under this Agreement Amendment or any the other related documents.
Appears in 1 contract
Samples: Omnibus Amendment (General Motors Financial Company, Inc.)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington Trust, National Association[Owner Trustee], not individually or personally but solely as Owner Trustee trustee of the IssuerTransferee and Transferor, 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 Transferee and Transferor is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust, National Association [Owner Trustee] but is made and intended for the purpose of binding only the IssuerTransferee and Transferor, as applicable, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association[Owner Trustee], 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) Wilmington Trust, National Association [Owner Trustee] has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer Transferee and Transferor in this Agreement and (e) under no circumstances shall Wilmington Trust, National Association [Owner Trustee] be personally liable for the payment of any indebtedness or expenses of the Issuer Transferee or Transferor 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 Transferee or Transferor under this Agreement or any other related documents.
Appears in 1 contract
Samples: Contribution Agreement (Efcar, LLC)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, 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, (bii) each of the representations, 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, National Association Trust Company but is made and intended for the purpose of binding only the Issuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, 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, (div) Wilmington Trust, National Association Trust Company has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement and (ev) under no circumstances shall Wilmington Trust, National Association Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, 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 1 contract
Samples: Asset Representations Review Agreement (GM Financial Consumer Automobile Receivables Trust 2022-4)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Loan Purchase Agreement is executed and delivered by Wilmington Trust, U.S. Bank Trust National Association, not individually or personally personally, but solely as Owner Trustee of the IssuerCSFB ABS Trust 2002-HI23, 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 TrustU.S. Bank Trust National Association, National Association but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, U.S. Bank 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) Wilmington Trust, National Association has 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, 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 Loan Purchase Agreement or any other related documents.
Appears in 1 contract
Samples: Loan Purchase Agreement (Credit Suisse First Boston Mor Ac Corp CSFB Abs Tr 2002 Hi23)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Loan Purchase Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally personally, but solely as Owner Trustee of the IssuerHome Equity Mortgage Trust 2007-1, 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 TrustTrust Company, National Association but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, 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) Wilmington Trust, National Association has 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 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 Loan Purchase Agreement or any other related documents.
Appears in 1 contract
Samples: Loan Purchase Agreement (Home Equity Mortgage Trust 2007-1)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement Amendment is executed and delivered by Wilmington Trust, National Association and U.S. Bank National Association, not individually or personally but solely as Owner Trustee of the Issuerapplicable Trusts, 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 Trusts 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 IssuerTrusts, (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 IssuerTrusts, 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 Trusts 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 Trusts or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Trusts under this Agreement or any other related documents.
Appears in 1 contract
Samples: Omnibus Amendment to Specified Sale and Servicing Agreements (Carmax Auto Funding LLC)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that (a) Notwithstanding anything to the contrary herein, this Agreement is Indenture has been executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally personally, but solely as Owner Trustee of the IssuerHome Equity Mortgage Trust 2007-1, in the exercise of the powers and authority conferred and vested in it, (ba) 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 TrustTrust Company, National Association but is made and intended for the purpose of for binding only the Issuer, (cb) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, individually or personally, to perform any covenant either expressed 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) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement hereto and (ec) under no circumstances shall Wilmington Trust, National Association Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement Indenture or any other related documents.
Appears in 1 contract
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that (a) Notwithstanding anything to the contrary herein, this Agreement is Indenture has been executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally personally, but solely as Owner Trustee of the IssuerXxxxx Whole Loan Home Equity Trust 2005-B, in the exercise of the powers and authority conferred and vested in it, (ba) 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 TrustTrust Company, National Association but is made and intended for the purpose of for binding only the Issuer, (cb) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, individually or personally, to perform any covenant either expressed 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) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement hereto and (ec) under no circumstances shall Wilmington Trust, National Association Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement Indenture or any other related documents.
Appears in 1 contract
Samples: Indenture (Irwin Whole Loan Home Equity Trust 2005-B)
Limitation of Liability of Owner Trustee. The Notwithstanding anything herein or in any Transaction Document to the contrary, it is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement Amendment is executed and delivered by Wilmington Xxxxxxxxxx 752831084 15483158 Trust, National Association, not individually or personally but solely as owner trustee (the “Owner Trustee Trustee”) of the IssuerBorrower, in the exercise of the powers and authority conferred and vested in it, (bii) each of the representations, undertakings and agreements herein made on the part of the Issuer Borrower is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association in its individual capacity, but is made and intended for the purpose of binding only the IssuerBorrower, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant covenants, either expressed or implied implied, contained herein of the Issuerherein, all such liability, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto, (div) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer Borrower in this Agreement Amendment and (ev) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer Borrower or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Borrower under this Agreement Amendment or any other related documents.document. 752831084 15483158
Appears in 1 contract
Samples: Loan and Security Agreement (Oportun Financial Corp)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Loan Purchase Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally personally, but solely as Owner Trustee of the IssuerHome Equity Mortgage Trust 2005-HF1, 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 TrustTrust Company, National Association but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, 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) Wilmington Trust, National Association has 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 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 Loan Purchase Agreement or any other related documents.
Appears in 1 contract
Samples: Loan Purchase Agreement (CSFB Home Equity Mortgage Trust 2005-Hf1)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Loan Purchase Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally personally, but solely as Owner Trustee of the IssuerIrwin Whole Loan Home Equity Trust 2003-D, in the exercise of the xx xhe 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 TrustTrust Company, National Association but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, 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) Wilmington Trust, National Association has 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 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 Loan Purchase Agreement or any other related documents.
Appears in 1 contract
Samples: Loan Purchase Agreement (Home Equity Loan-Backed Notes Series 2003-D)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement is executed and delivered by Wilmington Trust, National Association[***], not individually or personally but solely as Owner Trustee of the IssuerBorrower, in the exercise of the powers and authority conferred and vested in it, (bii) each of the representations, covenants, undertakings and agreements herein made on the part of the Issuer Borrower is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust[***], National Association but is made and intended for the purpose of for binding only the IssuerBorrower, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Associationon[***], 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, (div) Wilmington Trust[***], National Association has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer Borrower in this Agreement Agreement, and (ev) under no circumstances shall Wilmington Trust[***], National Association be personally liable for the payment of any indebtedness or expenses of the Issuer Borrower 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 Borrower under this Agreement or any other related documentsBasic Document.
Appears in 1 contract
Samples: Warehouse Agreement (Vroom, Inc.)
Limitation of Liability of Owner Trustee. The Issuer is a Delaware common law trust and not a separate legal entity under Delaware law. In furtherance thereof, all parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington TrustSavings Fund Society, National AssociationFSB (“Bank”), not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in itit under the governing instrument of the Issuer, (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, National Association Bank but is made and intended for the purpose of binding only the IssuerIssuer and its assets (which are separate and distinct from the individual assets of Bank), (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationBank, individually or personally, to perform any covenant agreement, undertaking or covenant, either expressed or implied implied, contained herein of the IssuerIssuer Subsidiary, 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 Bank has not verified or made no any investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and such representations and warranties are thus solely a means of allocating risk among the parties and (e) under no circumstances shall Wilmington Trust, National Association Bank 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, undertaking, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents. All recourse of the parties shall be limited to the Trust Estate, if any, of the Issuer.
Appears in 1 contract
Samples: Subordination, Acknowledgment and Pledge Agreement (PennyMac Mortgage Investment Trust)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree 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 itit under the Trust Agreement, (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 Association, but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed express or implied contained herein 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) Wilmington Trust, National Association has 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 the other related documents.
Appears in 1 contract
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement document is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as Owner Trustee 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 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) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement 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 documentsAgreement.
Appears in 1 contract
Samples: Note Purchase Agreement (United States Cellular Corp)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that Notwithstanding anything contained herein to the contrary, (a) this Agreement instrument is executed and delivered by Wilmington Trust, National Association[_______], not individually or personally but solely as Owner Trustee of the IssuerHyundai Auto Receivables Trust 2021-C, 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 for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, [_______] individually or personally, to perform any covenant either expressed 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) Wilmington Trust, National Association [_______] has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement instrument 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 instrument or any other related documents. In no event will [_______] in its individual capacity or a beneficial owner of the Issuer be liable for the Issuer’s obligations under this Agreement. For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.
Appears in 1 contract
Samples: Asset Representations Review Agreement (Hyundai Abs Funding LLC)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Custodian Agreement is executed and delivered by Wilmington Trust, National Association[___], not individually or personally but solely as Owner Trustee trustee of the IssuerHolding Trust, in the exercise of the powers and authority conferred and vested in it, (bii) each of the representations, covenants, undertakings and agreements herein made on the part of the Issuer Holding Trust is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust, National Association [___] but is made and intended for the purpose of binding only the IssuerHolding Trust, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association[___], individually or personally, to perform any covenant either expressed or implied contained herein 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, (div) Wilmington Trust, National Association [___] has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer Holding Trust or any other Person in this Custodian Agreement and (ev) under no circumstances shall Wilmington Trust, National Association [___] be personally liable for the payment of any indebtedness or expenses of the Issuer 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 Issuer Holding Trust under this Custodian Agreement or any other related documents.
Appears in 1 contract
Samples: Custodian Agreement (Efcar, LLC)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement is executed and delivered by Wilmington Trust, National Association_________________, not individually or personally but solely as Owner Trustee trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (bii) 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 Issuerissuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association_________________, individually or personally, to perform any covenant either expressed or implied contained herein 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, (div) Wilmington Trust, National Association _________________ has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement and (ev) 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 obligationobligations, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.
Appears in 1 contract
Samples: Asset Representations Review Agreement (ACAR Leasing Ltd.)
Limitation of Liability of Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that (a) Notwithstanding anything to the contrary herein, this Agreement is Indenture has been executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally personally, but solely as Owner Trustee of the IssuerXxxxx Whole Loan Home Equity Trust 2003-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 Wilmington TrustTrust Company, National Association but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, 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) Wilmington Trust, National Association has 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 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 Indenture or any other related documents.
Appears in 1 contract
Samples: Indenture (CSFB Acceptance Corp Home Equity Loan Back Notes Ser 2003-A)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as Owner Trustee on behalf of the IssuerIssuer under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (bii) 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, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, 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 to this Agreement and by any Person person claiming by, through or under the parties hereto, (d) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement them and (eiv) 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 undertaking by the Issuer under this Agreement or any other related documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. Section 13.14. [Reserved].
Appears in 1 contract
Samples: Sale and Servicing Agreement (Hercules Technology Growth Capital Inc)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement document is executed and delivered by Wilmington TrustSavings Fund Society, National AssociationFSB, not individually or personally personally, but solely as Owner Trustee owner trustee of the Issuer, in the exercise of the powers and authority conferred and vested in itSeller, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer Seller is made and intended not as a personal representationsrepresentation, undertakings undertaking and agreements agreement by Wilmington TrustSavings Fund Society, National Association FSB but is made and intended for the purpose of binding only the IssuerSeller, (c) nothing herein contained shall be construed as creating any liability on Wilmington TrustSavings Fund Society, National AssociationFSB, 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) Wilmington TrustSavings Fund Society, National Association FSB has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in Seller or any other party to this Agreement and (e) under no circumstances shall Wilmington TrustSavings Fund Society, National Association FSB be personally liable for the payment of any indebtedness or expenses of the Issuer Seller or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Seller under this Agreement document or any other related documents.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Oportun Financial Corp)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement Amendment is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally but solely as Owner Trustee (i) owner trustee of the Titling Trust, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement, (ii) owner trustee of the Issuer, in the exercise of the powers and authority conferred and vested in itit under the Issuer Trust Agreement, and (iii) owner trustee of the Settlor, in the exercise of the powers and authority conferred and vested in it under the trust agreement of the Settlor, (b) each of the representations, undertakings and agreements herein made on the part of the Titling Trust, the Settlor and the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association Trust Company but is made and intended for the purpose of for binding only the Titling Trust, the Settlor or the Issuer, as applicable, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, individually or personally, to perform any covenant either expressed express or implied contained herein 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, and (d) Wilmington Trust, National Association has 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 Trust Company be personally liable for the payment of any indebtedness or expenses of the Titling Trust, the Settlor or the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Titling Trust, the Settlor or the Issuer under this Agreement Amendment or any the other related documents.
Appears in 1 contract
Samples: Omnibus Amendment (General Motors Financial Company, Inc.)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Loan Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally personally, but solely as Owner Trustee of the IssuerABFS Warehouse Trust 2003-2, 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 Borrower is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association Trust Company but is made and intended for the purpose of for binding only the IssuerBorrower, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, individually or personally, to perform any covenant either expressed 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) Wilmington Trust, National Association has 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 Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer Borrower or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Borrower under this Loan Agreement or any other related documents.
Appears in 1 contract
Samples: Master Loan and Security Agreement (American Business Financial Services Inc /De/)
Limitation of Liability of Owner Trustee. The Notwithstanding anything herein or in any Transaction Document to the contrary, it is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (ai) this Agreement Amendment is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as owner trustee (the “Owner Trustee Trustee”) of the IssuerBorrower, in the exercise of the powers and authority conferred and vested in it, (bii) each of the representations, undertakings and agreements herein made on the part of the Issuer Borrower is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association in its individual capacity, but is made and intended for the purpose of binding only the IssuerBorrower, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant covenants, either expressed or implied implied, contained herein of the Issuerherein, all such liability, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto, (div) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer Borrower in this Agreement Amendment and (ev) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer Borrower or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Borrower under this Agreement Amendment or any other related documentsdocument.
Appears in 1 contract
Samples: Loan and Security Agreement (Oportun Financial Corp)
Limitation of Liability of Owner Trustee. The It is expressly understood and agreed by the parties hereto are put on notice and hereby acknowledge and agree that (a) this Loan Purchase Agreement is executed and delivered by Wilmington Trust, National AssociationTrust Company, not individually or personally personally, but solely as Owner Trustee of the IssuerXxxxx Whole Loan Home Equity Trust 2003-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 Wilmington TrustTrust Company, National Association but is made and intended for the purpose of for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationTrust Company, 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) Wilmington Trust, National Association has 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 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 Loan Purchase Agreement or any other related documents.
Appears in 1 contract
Samples: Loan Purchase Agreement (CSFB Acceptance Corp Home Equity Loan Back Notes Ser 2003-A)