Common use of Limitation of Liability of Wilmington Trust Company Clause in Contracts

Limitation of Liability of Wilmington Trust Company. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of Trust is made and intended not as a personal representation, undertaking or agreement by Wilmington Trust Company but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or otherwise. Except as provided in this Article VI, in accepting the trusts hereby created Wilmington Trust Company acts solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Trust Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof.

Limitation of Liability of Wilmington Trust Company. It is expressly understood and agreed by the parties hereto that (a) this Agreement Amendment is executed and delivered by Wilmington Trust 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 it 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 Trust the Titling Trust, the Settlor and the Issuer is made and intended not as a personal representationrepresentations, undertaking or agreement undertakings and agreements by Wilmington 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 Company, individually or personally, to perform any covenant either expressed express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Titling Trust, the Settlor or the Issuer in this Amendment and under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Trust 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 Trust Titling Trust, the Settlor or the Issuer under this Agreement Amendment or otherwise. Except as provided in this Article VI, in accepting the trusts hereby created Wilmington Trust Company acts solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Trust Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereofother related documents.

Limitation of Liability of Wilmington Trust Company. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, Company not individually or personally but solely as Owner Trusteetrustee of Company, in the exercise of the powers and authority conferred and vested in it under the Amended and Restated Trust AgreementAgreement of Exeter Automobile Receivables Trust 2022-5 dated as of September 18, 2022, Page 7 between EFCAR, LLC, as seller, and Wilmington Trust Company, as owner trustee, (b) each of the representations, undertakings and agreements herein made on the part of Trust Company is made and intended not as a personal representationrepresentations, undertaking or agreement undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the TrustCompany, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by Company in this Agreement, and (de) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Trust Company or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust Company under this Agreement or otherwise. Except as provided in this Article VI, in accepting the trusts hereby created Wilmington Trust Company acts solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Trust Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereofother related documents.

Limitation of Liability of Wilmington Trust Company. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, Company not individually or personally but solely as Owner Trusteetrustee of Company, in the exercise of the powers and authority conferred and vested in it under the Amended and Restated Trust AgreementAgreement of Exeter Automobile Receivables Trust 2021-1 dated as of December 31, 2020, between EFCAR, LLC, as seller, and Wilmington Trust Company, as owner trustee, (b) each of the representations, undertakings and agreements herein made on the part of Trust Company is made and intended not as a personal representationrepresentations, undertaking or agreement undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the TrustCompany, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by Company in this Agreement, and (de) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Trust Company or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust Company under this Agreement or otherwise. Except as provided in this Article VI, in accepting the trusts hereby created Wilmington Trust Company acts solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Trust Agreement agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereofother related documents.

Limitation of Liability of Wilmington Trust Company. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, Company not individually or personally but solely as Owner Trusteetrustee of Company, in the exercise of the powers and authority conferred and vested in it under the Amended and Restated Trust AgreementAgreement of Exeter Automobile Receivables Trust 2022-3 dated as of May 30, 2022, between EFCAR, LLC, as seller, and Wilmington Trust Company, as owner trustee, (b) each of the representations, undertakings and agreements herein made on the part of Trust Company is made and intended not as a personal representationrepresentations, undertaking or agreement undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the TrustCompany, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by Company in this Agreement, and (de) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Trust Company or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust Company under this Agreement or otherwise. Except as provided in this Article VI, in accepting the trusts hereby created Wilmington Trust Company acts solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Trust Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereofother related documents.

Limitation of Liability of Wilmington Trust Company. It is expressly understood and agreed by the parties hereto that (a) this Agreement Indenture is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trusteeowner trustee of Sequoia Mortgage Trust 1 under the Deposit Trust Agreement, in the exercise of the powers and authority conferred and vested in it under the Trust Agreementas Owner Trustee, (b) each of the representations, undertakings and agreements herein made on the part of Trust the Issuer is made and intended not as a personal representationrepresentations, undertaking or agreement undertakings and agreements by Wilmington Trust Company Company, but is made and intended for the purpose of for binding only the TrustIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, any being expressly waived by the parties hereto Trustee, MBIA, and the Bondholders and by any Person claiming by, through or under the parties hereto Trustee, MBIA, and the Bondholders and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Trust Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust Issuer under this Agreement Indenture or otherwise. Except as provided in this Article VI, in accepting the trusts hereby created Wilmington Trust Company acts solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Trust Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereofother Operative Agreements.

Limitation of Liability of Wilmington Trust Company. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, Company not individually or personally but solely as Owner Trusteetrustee of Company, in the exercise of the powers and authority conferred and vested in it under the Amended and Restated Trust AgreementAgreement of Exeter Automobile Receivables Trust 2022-2 dated as of March 27, 2022, between EFCAR, LLC, as seller, and Wilmington Trust Company, as owner trustee, (b) each of the representations, undertakings and agreements herein made on the part of Trust Company is made and intended not as a personal representationrepresentations, undertaking or agreement undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the TrustCompany, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by Company in this Agreement, and (de) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Trust Company or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust Company under this Agreement or otherwise. Except as provided in this Article VI, in accepting the trusts hereby created Wilmington Trust Company acts solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Trust Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereofother related documents.

Limitation of Liability of Wilmington Trust Company. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, Company not individually or personally but solely as Owner Trusteetrustee of Company, in the exercise of the powers and authority conferred and vested in it under the Amended and Restated Trust AgreementAgreement of Exeter Automobile Receivables Trust 2022-2 dated as of March 27, 2022, between EFCAR, LLC, as seller, and Wilmington Trust Company, as owner trustee, (b) each of the representations, undertakings and agreements herein made on the part of Trust Company is made and intended not as a personal representationrepresentations, undertaking or agreement undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the TrustCompany, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by Page 7 any Person person claiming by, through or under the parties hereto hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by Company in this Agreement, and (de) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Trust Company or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust Company under this Agreement or otherwise. Except as provided in this Article VI, in accepting the trusts hereby created Wilmington Trust Company acts solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Trust Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereofother related documents.

Limitation of Liability of Wilmington Trust Company. It is --------------------------------------------------- expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner trustee of the Transtel Pass Through Trust under the Trust Agreement dated as of October 28, 1997, among the Pass Through Trustee, the Company and Marine Midland Bank, as registrar and paying agent thereunder, in the exercise of the powers and authority conferred and vested in it under the Trust Agreementtherein, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as a personal representationrepresentations, undertaking or agreement undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on the part of Wilmington Trust Company, individually or personally, to perform any covenant either expressed express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the such parties hereto and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or otherwise. Except as provided in this Article VI, in accepting the trusts hereby created Wilmington Trust Company acts solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Trust Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereofother related document.

Limitation of Liability of Wilmington Trust Company. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, Company not individually or personally but solely as Owner Trusteetrustee of Company, in the exercise of the powers and authority conferred and vested in it under the Amended and Restated Trust AgreementAgreement of Exeter Automobile Receivables Trust 2022-4 dated as of July 17, 2022, between Page 7 EFCAR, LLC, as seller, and Wilmington Trust Company, as owner trustee, (b) each of the representations, undertakings and agreements herein made on the part of Trust Company is made and intended not as a personal representationrepresentations, undertaking or agreement undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the TrustCompany, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by Company in this Agreement, and (de) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Trust Company or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust Company under this Agreement or otherwise. Except as provided in this Article VI, in accepting the trusts hereby created Wilmington Trust Company acts solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Trust Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereofother related documents.