Common use of Owner Trustee Limitation of Liability Clause in Contracts

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of Assignee under its Trust Agreement (as defined in the Indenture), 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 Assignee is made and intended not as a personal representation, undertaking and agreement by Wilmington Trust, National Association but is made and intended for the purpose of binding only Assignee, (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, 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, National Association be personally liable for the payment of any indebtedness or expenses of Assignee or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee under this Agreement or any related agreement.

Appears in 4 contracts

Samples: Consent Agreement, Consent Agreement (Walter Investment Management Corp), Consent Agreement (Walter Investment Management Corp)

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Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement Amendment is executed and delivered by Wilmington Savings Fund Society, FSB (formerly known as Christiana Trust, National Association) (“WSFS”), not individually or personally, personally but solely as Owner Trustee trustee of Assignee under its Trust Agreement (as defined in the Indenture)Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of Assignee the Issuer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings and agreement agreements by Wilmington Trust, National Association WSFS but is made and intended for the purpose of binding only Assigneethe Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the Parties parties hereto and by any Person claiming by, through or under the Parties hereto parties hereto, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Amendment and (de) under no circumstances shall Wilmington Trust, National Association WSFS be personally liable for the payment of any indebtedness or expenses of Assignee the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Issuer under this Agreement Amendment or any other related agreementdocuments.

Appears in 4 contracts

Samples: PennyMac Mortgage Investment Trust, PennyMac Mortgage Investment Trust, Pennymac Financial Services, Inc.

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement Amendment is executed and delivered by Wilmington TrustSavings Fund Society, National AssociationFSB (“WSFS”), not individually or personally, personally but solely in its capacity as Owner Trustee of Assignee under its the Trust Agreement (as defined in the Indenture)Agreement, in the exercise of the powers and authority conferred and vested in itit thereunder, (b) each of the representations, undertakings warranties, undertakings, obligations and agreements herein made on the part of Assignee the Issuer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings, obligations and agreement agreements by Wilmington Trust, National Association WSFS but is made and intended for the purpose of binding only, and is binding only Assigneeon, the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to perform any covenant or obligation of the Issuer, either expressed or implied implied, contained herein, all such liability, if any, being expressly waived by the Parties parties hereto and by any Person claiming by, through or under the Parties parties hereto, (d) WSFS has not made and will not make any investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Amendment or any related document delivered pursuant hereto and (de) under no circumstances shall Wilmington Trust, National Association WSFS be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of Assignee the Issuer, or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Issuer or by WSFS as Owner Trustee on behalf of the Issuer under this Agreement Amendment or any other related agreementdocuments, as to all of which recourse shall be had solely to the assets of the Issuer.

Appears in 4 contracts

Samples: PennyMac Mortgage Investment Trust, PennyMac Mortgage Investment Trust, PennyMac Financial Services, Inc.

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust, National AssociationWSFS, not individually or personally, personally but solely as Owner Trustee trustee of Assignee under its Trust Agreement (as defined in the Indenture)Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of Assignee the Issuer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings and agreement agreements by Wilmington Trust, National Association WSFS but is made and intended for the purpose of binding only Assigneethe Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the Parties parties hereto and by any Person claiming by, through or under the Parties hereto parties hereto, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Agreement and (de) under no circumstances shall Wilmington Trust, National Association WSFS be personally liable for the payment of any indebtedness or expenses of Assignee the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Issuer under this Agreement or any other related agreementdocuments.

Appears in 3 contracts

Samples: Master Repurchase Agreement (PennyMac Financial Services, Inc.), Master Repurchase Agreement (PennyMac Financial Services, Inc.), Master Repurchase Agreement (PennyMac Mortgage Investment Trust)

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement Indenture Supplement is executed and delivered by Wilmington Trust, National AssociationWSFS, not individually or personally, personally but solely as Owner Trustee trustee of Assignee under its Trust Agreement (as defined in the Indenture)Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of Assignee the Issuer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings and agreement agreements by Wilmington Trust, National Association WSFS but is made and intended for the purpose of binding only Assigneethe Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the Parties parties hereto and by any Person claiming by, through or under the Parties hereto parties hereto, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Indenture Supplement and (de) under no circumstances shall Wilmington Trust, National Association WSFS be personally liable for the payment of any indebtedness or expenses of Assignee the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Issuer under this Agreement Indenture Supplement or any related agreementother Transaction Documents.

Appears in 2 contracts

Samples: Loandepot GMSR Master Trust (loanDepot, Inc.), Loandepot GMSR Master Trust (loanDepot, Inc.)

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement is executed and delivered by Wilmington TrustSavings Fund Society, National AssociationFSB (“WSFS”), not individually or personally, personally but solely as Owner Trustee trustee of Assignee under its Trust Agreement (as defined in the Indenture)Buyer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of Assignee Buyer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings and agreement agreements by Wilmington Trust, National Association WSFS but is made and intended for the purpose of binding only AssigneeBuyer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the Parties parties hereto and by any Person claiming by, through or under the Parties hereto parties hereto, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or warranties made by Buyer in this Agreement and (de) under no circumstances shall Wilmington Trust, National Association WSFS be personally liable for the payment of any indebtedness or expenses of Assignee Buyer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee Buyer under this Agreement or any other related agreementdocuments.

Appears in 2 contracts

Samples: GMSR Participation Agreement (loanDepot, Inc.), GMSR Participation Agreement (loanDepot, Inc.)

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement Indenture Supplement is executed and delivered by Wilmington Trust, National AssociationWSFS, not individually or personally, personally but solely as Owner Trustee trustee of Assignee under its Trust Agreement (as defined in the Indenture)Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of Assignee the Issuer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings and agreement agreements by Wilmington Trust, National Association WSFS but is made and intended for the purpose of binding only Assigneethe Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the Parties parties hereto and by any Person claiming by, through or under the Parties hereto parties hereto, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Indenture Supplement and (de) under no circumstances shall Wilmington Trust, National Association WSFS be personally liable for the payment of any indebtedness or expenses of Assignee the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Issuer under this Agreement Indenture Supplement or any related agreementother Transaction Documents. loanDepot as sole Owner under the Trust Agreement, in accordance with Section 4.1 of the Trust Agreement, confirms that (x) the consent of the Series Required Noteholders of all Variable Funding Notes has been received, and (y) the consent of the Majority Noteholders of all Notes that are not Variable Funding Notes is not required in connection with the execution and delivery of this Indenture Supplement, and (z) in taking the foregoing actions, the Owner Trustee, as such and in its individual capacity, is entitled to the benefits and protections of the Trust Agreement of the Issuer.

Appears in 2 contracts

Samples: Loandepot GMSR Master Trust (loanDepot, Inc.), loanDepot, Inc.

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust, National AssociationWSFS, not individually or personally, personally but solely as Owner Trustee trustee of Assignee under its Trust Agreement (as defined in the Indenture)Buyer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of Assignee Buyer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings and agreement agreements by Wilmington Trust, National Association WSFS but is made and intended for the purpose of binding only AssigneeXxxxx, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the Parties parties hereto and by any Person claiming by, through or under the Parties hereto parties hereto, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or warranties made by Buyer in this Agreement and (de) under no circumstances shall Wilmington Trust, National Association WSFS be personally liable for the payment of any indebtedness or expenses of Assignee Buyer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee Buyer under this Agreement or any other related agreement.documents. LEGAL02/43438678v9

Appears in 1 contract

Samples: Master Repurchase Agreement (loanDepot, Inc.)

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement Base Indenture is executed and delivered by Wilmington TrustSavings Fund Society, National AssociationFSB, not individually or personally, personally but solely as Owner Trustee trustee of Assignee under its Trust Agreement (as defined in the Indenture)Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of Assignee the Issuer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings and agreement agreements by Wilmington TrustSavings Fund Society, National Association FSB but is made and intended for the purpose of binding only Assigneethe Issuer, (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, all such liability, if any, being expressly waived by the Parties parties hereto and by any Person claiming by, through or under the Parties hereto parties hereto, (d) Wilmington Savings Fund Society, FSB, has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Base Indenture and (de) under no circumstances shall Wilmington TrustSavings Fund Society, National Association FSB, be personally liable for the payment of any indebtedness or expenses of Assignee the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Issuer under this Agreement Base Indenture or any other related agreement.documents. 171

Appears in 1 contract

Samples: Agreement (PennyMac Financial Services, Inc.)

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement Base Indenture is executed and delivered by Wilmington Trust, National AssociationWSFS, not individually or personally, personally but solely as Owner Trustee trustee of Assignee under its Trust Agreement (as defined in the Indenture)Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of Assignee the Issuer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings and agreement agreements by Wilmington Trust, National Association WSFS but is made and intended for the purpose of binding only Assigneethe Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the Parties parties hereto and by any Person claiming by, through or under the Parties hereto parties hereto, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Base Indenture and (de) under no circumstances shall Wilmington Trust, National Association WSFS be personally liable for the payment of any indebtedness or expenses of Assignee the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Issuer under this Agreement Base Indenture or any other related agreementdocuments.

Appears in 1 contract

Samples: GMSR Participation Agreement (loanDepot, Inc.)

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement Amendment is executed and delivered by Wilmington TrustSavings Fund Society, National AssociationFSB (“WSFS”), not individually or personally, but solely as Owner Trustee of Assignee the Issuer under its the Trust Agreement (as defined in the Indenture)Agreement, in the exercise of the powers and authority conferred and vested in itWSFS as Owner Trustee under the Trust Agreement, (b) each of the representations, undertakings warranties, undertakings, obligations and agreements herein made on the part of Assignee the Issuer is made and intended not as a personal representation, undertaking and undertaking, obligation, warranty or agreement by Wilmington TrustWSFS, National Association but is made and intended for the purpose of binding only, and is binding only Assigneeon, the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, WSFS individually or personally, to perform any covenant or obligation of the Issuer, either expressed or implied contained herein, all such liability, if any, being expressly waived by the Parties parties hereto and by any Person claiming by, through or under the Parties hereto parties hereto, (d) WSFS has made and will make no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Amendment, and (de) under no circumstances shall Wilmington Trust, National Association WSFS be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of Assignee the Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Issuer or by WSFS as Owner Trustee on behalf of the Issuer under this Amendment or the other Transaction Documents as to all of which recourse shall be had solely to the assets of the Issuer. The parties hereto hereby acknowledge and agree that certain duties, rights and obligations of the Issuer hereunder will be exercised and performed on behalf of the Issuer by the Administrator pursuant to the Administration Agreement, except to the extent the Owner Trustee is expressly obligated to perform such obligation under the Trust Agreement or expressly required under applicable law, and hereby acknowledge and accept the terms of the Trust Agreement as of the date hereof and (ii) under no circumstances shall the Owner Trustee have any related agreementduty or obligation to supervise or monitor the performance of the Issuer, or to supervise or monitor the performance or to exercise or perform the rights, duties or obligations, of the Custodian, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, the Servicer, the Administrator, the Administrative Agent or any other Person (except the Issuer as expressly set forth in the Transaction Documents) hereunder.

Appears in 1 contract

Samples: Base Indenture (loanDepot, Inc.)

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement Amendment is executed and delivered by Wilmington TrustSavings Fund Society, National AssociationFSB (“WSFS”), not individually or personally, personally but solely in its capacity as Owner Trustee of Assignee under its the Trust Agreement (as defined in the Indenture)Agreement, in the exercise of the powers and authority conferred and vested in itit thereunder, (b) each of the representations, undertakings warranties, undertakings, obligations and agreements herein made on the part of Assignee the Issuer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings, obligations and agreement agreements by Wilmington Trust, National Association WSFS but is made and intended for the purpose of binding only, and is binding only Assigneeon, the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to perform any covenant or obligation of the Issuer, either expressed or implied implied, contained herein, all such liability, if any, being expressly waived by the Parties parties hereto and by any Person claiming by, through or under the Parties parties hereto, (d) WSFS has not made and will not make any investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Amendment or any related document delivered pursuant hereto and (de) under no circumstances shall Wilmington Trust, National Association WSFS be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of Assignee the Issuer, or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Issuer or by WSFS as Owner Trustee on behalf of the Issuer under this Agreement Amendment or any other related agreement.documents, as to all of which recourse shall be had solely to the assets of the Issuer. ​ ​ ​

Appears in 1 contract

Samples: PennyMac Financial Services, Inc.

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust, National AssociationWSFS, not individually or personally, personally but solely as Owner Trustee trustee of Assignee under its Trust Agreement (as defined in the Indenture)Buyer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of Assignee Buyer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings and agreement agreements by Wilmington Trust, National Association WSFS but is made and intended for the purpose of binding only AssigneeBuyer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the Parties parties hereto 57 and by any Person claiming by, through or under the Parties hereto parties hereto, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or warranties made by Buyer in this Agreement and (de) under no circumstances shall Wilmington Trust, National Association WSFS be personally liable for the payment of any indebtedness or expenses of Assignee Buyer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee Buyer under this Agreement or any other related agreementdocuments.

Appears in 1 contract

Samples: Master Repurchase Agreement (loanDepot, Inc.)

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) each of this Agreement Indenture Supplement and the Series 2023-FTL1 Promissory Term Notes is executed and delivered by Wilmington TrustSavings Fund Society, National AssociationFSB (“WSFS”), not individually or personally, but solely in its capacity as Owner Trustee of Assignee under its the Trust Agreement (as defined in the Indenture)Agreement, in the exercise of the powers and authority conferred and vested in itit thereunder, (b) each of the representations, undertakings warranties, undertakings, obligations and agreements herein or in the Series 2023-FTL1 Promissory Term Notes made on the part of Assignee the Issuer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings, obligations and agreement agreements by Wilmington TrustWSFS, National Association but is made and intended for the purpose of binding only, and is binding only Assigneeon, the Issuer, (c) nothing contained herein contained or in the Series 2023-FTL1 Promissory Term Notes shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to perform any covenant or obligation of the Issuer, either expressed or implied implied, contained hereinherein or therein, all such liability, if any, being expressly waived by the Parties parties hereto or thereto and by any Person claiming by, through or under the Parties parties hereto or thereto, (d) WSFS has not made and will not make any investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Indenture Supplement, the Series 2023- FTL1 Promissory Term Notes or any related document delivered pursuant hereto and (de) under no circumstances shall Wilmington TrustWSFS, National Association be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of Assignee the Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Issuer or by WSFS, as Owner Trustee on behalf of the Issuer under this Agreement Indenture Supplement, the Series 2023-FTL1 Promissory Term Notes or any other related agreementdocuments, as to all of which recourse shall be had solely to the assets of the Issuer.

Appears in 1 contract

Samples: Assignment and Assumption

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement is executed and delivered by Wilmington TrustSavings Fund Society, National AssociationFSB (“WSFS”), not individually or personally, personally but solely as Owner Trustee trustee of Assignee under its Trust Agreement (as defined in the Indenture)Buyer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of Assignee Buyer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings and agreement agreements by Wilmington Trust, National Association WSFS but is made and intended for the purpose of binding only AssigneeBuyer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to LEGAL02/43438676v8 perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the Parties parties hereto and by any Person claiming by, through or under the Parties hereto parties hereto, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or warranties made by Buyer in this Agreement and (de) under no circumstances shall Wilmington Trust, National Association WSFS be personally liable for the payment of any indebtedness or expenses of Assignee Buyer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee Buyer under this Agreement or any other related agreement.documents. LEGAL02/43438676v8

Appears in 1 contract

Samples: GMSR Participation Agreement (loanDepot, Inc.)

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement is executed and delivered by Wilmington TrustSavings Fund Society, National AssociationFSB (“WSFS”), not individually or personally, personally but solely as Owner Trustee trustee of Assignee under its Trust Agreement (as defined in the Indenture)Issuer, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, as Owner Trustee, (b) each of the representations, warranties, undertakings and agreements herein made on the part of Assignee the Issuer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings and agreement agreements by Wilmington Trust, National Association WSFS but is made and intended for the purpose of binding only Assigneethe Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the Parties parties hereto and by any Person claiming by, through or under the Parties hereto and parties hereto, (d) WSFS, in its individual capacity or as trustee of the Issuer, has not made and will not make any investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Agreement or any related document, (e) under no circumstances shall Wilmington Trust, National Association WSFS be personally liable for the payment of any indebtedness indebtedness, purchase price, indemnities or expenses of Assignee the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Issuer under this Agreement or any related agreementother Transaction Documents and (f) WSFS shall have the rights, indemnities, privileges, and immunities hereunder as are set forth in the Trust Agreement.

Appears in 1 contract

Samples: Receivables Pooling Agreement (PennyMac Mortgage Investment Trust)

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) each of this Agreement Indenture Supplement and the Series 2023-GTL1 Promissory Term Notes is executed and delivered by Wilmington TrustSavings Fund Society, National AssociationFSB (“WSFS”), not individually or personally, but solely in its capacity as Owner Trustee of Assignee under its the Trust Agreement (as defined in the Indenture)Agreement, in the exercise of the powers and authority conferred and vested in itit thereunder, (b) each of the representations, undertakings warranties, undertakings, obligations and agreements herein or in the Series 2023-GTL1 Promissory Term Notes made on the part of Assignee the Issuer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings, obligations and agreement agreements by Wilmington TrustWSFS, National Association but is made and intended for the purpose of binding only, and is binding only Assigneeon, the Issuer, (c) nothing contained herein contained or in the Series 2023-GTL1 Promissory Term Notes shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to perform any covenant or obligation of the Issuer, either expressed or implied implied, contained hereinherein or therein, all such liability, if any, being expressly waived by the Parties parties hereto or thereto and by any Person claiming by, through or under the Parties parties hereto or thereto, (d) WSFS has not made and will not make any investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Indenture Supplement, the Series 2023-GTL1 Promissory Term Notes or any related document delivered pursuant hereto and (de) under no circumstances shall Wilmington TrustWSFS, National Association be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of Assignee the Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Issuer or by WSFS, as Owner Trustee on behalf of the Issuer under this Agreement Indenture Supplement, the Series 2023-GTL1 Promissory Term Notes or any other related agreementdocuments, as to all of which recourse shall be had solely to the assets of the Issuer.

Appears in 1 contract

Samples: Assignment and Assumption (PennyMac Financial Services, Inc.)

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement Amendment is executed and delivered by Wilmington Trust, National AssociationWSFS, not individually or personally, personally but solely as Owner Trustee trustee of Assignee under its Trust Agreement (as defined in the Indenture)Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of Assignee the Issuer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings and agreement agreements by Wilmington Trust, National Association WSFS but is made and intended for the purpose of binding only Assigneethe Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the Parties parties hereto and by any Person claiming by, through or under the Parties hereto parties hereto, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Amendment and (de) under no circumstances shall Wilmington Trust, National Association WSFS be personally liable for the payment of any indebtedness or expenses of Assignee the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Issuer under this Agreement Amendment or any other related agreement.documents. [Signatures appear on the following pages]

Appears in 1 contract

Samples: CHL GMSR Issuer Trust (Caliber Home Loans, Inc.)

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Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement Amendment is executed and delivered by Wilmington Savings Fund Society, FSB (formerly known as Christiana Trust, National Association) (“WSFS”), not individually or personally, personally but solely as Owner Trustee trustee of Assignee under its Trust Agreement (as defined in the Indenture)Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of Assignee the Issuer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings and agreement agreements by Wilmington Trust, National Association WSFS but is made and intended for the purpose of binding only, and is binding only Assigneeon, the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the Parties parties hereto and by any Person claiming by, through or under the Parties hereto parties hereto, (d) WSFS has made and will make no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Amendment and (de) under no circumstances shall Wilmington Trust, National Association WSFS be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of Assignee the Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Issuer under this Agreement Amendment or any other related agreementdocuments, as to all of which recourse shall be had solely to the assets of the Issuer.

Appears in 1 contract

Samples: loanDepot, Inc.

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement Amendment is executed and delivered by Wilmington TrustSavings Fund Society, National AssociationFSB (“WSFS”), not individually or personally, personally but solely in its capacity as Owner Trustee of Assignee under its the Trust Agreement (as defined in the Indenture)Agreement, in the exercise of the powers and authority conferred and vested in itit thereunder, (b) each of the representations, undertakings warranties, undertakings, obligations and agreements herein made on the part of Assignee the Issuer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings, obligations and agreement agreements by Wilmington Trust, National Association WSFS but is made and intended for the purpose of binding only, and is binding only Assigneeon, the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to perform any covenant or obligation of the Issuer, either expressed or implied implied, contained herein, all such liability, if any, being expressly waived by the Parties parties hereto and by any Person claiming by, through or under the Parties parties hereto, (d) WSFS has not made and will not make any investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Amendment or any related document delivered pursuant hereto and (de) under no circumstances shall Wilmington Trust, National Association WSFS be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of Assignee the Issuer, or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Issuer or by WSFS as Owner Trustee on behalf of the Issuer under this Agreement Amendment or any other related agreement.documents, as to all of which recourse shall be had solely to the assets of the Issuer. [Signatures appear on the following page] ​ ​ ​ ​

Appears in 1 contract

Samples: Pc Repurchase Agreement (PennyMac Financial Services, Inc.)

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (ai) this Agreement Indenture is executed and delivered by Wilmington TrustSavings Fund Society, National AssociationFSB , not individually or personally, personally but solely as Owner Trustee of Assignee under its Trust Agreement (as defined in the Indenture)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 Assignee the Issuer is made and intended not as a personal representationrepresentations, undertaking undertakings and agreement agreements by Wilmington Trust, National Association the Owner Trustee but is made and intended for the purpose of binding only Assigneethe Issuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Associationthe Owner Trustee, individually or personally, to perform any covenant covenants, either expressed or implied implied, contained herein, all such personal liability, if any, being expressly waived by the Parties parties hereto and by any Person person claiming by, through or under the Parties hereto parties hereto, (iv) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Indenture and (dv) under no circumstances shall Wilmington Trust, National Association the Owner Trustee be personally liable for the payment of any indebtedness or expenses of Assignee the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Issuer under this Agreement Indenture or any other related agreement.document. [THIS SPACE LEFT INTENTIONALLY BLANK]

Appears in 1 contract

Samples: Oportun Financial Corp

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust, National AssociationWSFS, not individually or personally, personally but solely as Owner Trustee trustee of Assignee under its Trust Agreement (as defined in the Indenture)Issuer Trusts, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of Assignee each of the Issuer Trusts is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings and agreement agreements by Wilmington Trust, National Association WSFS but is made and intended for the purpose of binding only Assigneethe Issuer Trusts, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the Parties parties hereto and by any Person claiming by, through or under the Parties hereto parties hereto, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer Trusts in this Agreement and (de) under no circumstances shall Wilmington Trust, National Association WSFS be personally liable for the payment of any indebtedness or expenses of Assignee the Issuer Trusts or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Issuer Trusts under this Agreement or any other related agreementdocuments.

Appears in 1 contract

Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement Guaranty is executed and delivered by Wilmington TrustSavings Fund Society, National AssociationFSB (“WSFS”), not individually or personally, personally but solely as Owner Trustee trustee of Assignee under its Trust Agreement (as defined in the Indenture)Buyers, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of Assignee a Buyer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings and agreement agreements by Wilmington Trust, National Association WSFS but is made and intended for the purpose of binding only Assigneesuch Buyer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the Parties parties hereto and by any Person claiming by, through or under the Parties hereto parties hereto, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or warranties made by a Buyer in this Guaranty and (de) under no circumstances shall Wilmington Trust, National Association WSFS be personally liable for the payment of any indebtedness or expenses of Assignee a Buyer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee a Buyer under this Agreement Guaranty or any other related agreementdocuments.

Appears in 1 contract

Samples: Guaranty (PennyMac Mortgage Investment Trust)

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement Indenture Supplement is executed and delivered by Wilmington TrustSavings Fund Society, National AssociationFSB (“WSFS”), not individually or personally, personally but solely in its capacity as Owner Trustee of Assignee under its the Trust Agreement (as defined in the Indenture)Agreements, in the exercise of the powers and authority conferred and vested in itit thereunder, (b) each of the representations, undertakings warranties, undertakings, obligations and agreements herein made on the part of Assignee the Issuer Trusts is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings, obligations and agreement agreements by Wilmington Trust, National Association WSFS but is made and intended for the purpose of binding only, and is binding only Assigneeon, the Issuer Trusts, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to perform any covenant or obligation of the Issuer Trusts, either expressed or implied implied, contained herein, all such liability, if any, being expressly waived by the Parties parties hereto and by any Person claiming by, through or under the Parties parties hereto, (d) WSFS has not made and will not make any investigation as to the accuracy or completeness of any representations or warranties made by the Issuer Trusts in this Indenture Supplement or any related document delivered pursuant hereto and (de) under no circumstances shall Wilmington Trust, National Association WSFS be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of Assignee the Issuer Trusts, or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Issuer Trusts or by WSFS as Owner Trustee on behalf of the Issuer Trusts under this Agreement Indenture Supplement or any other related agreementdocuments, as to all of which recourse shall be had solely to the assets of the Issuer Trusts.

Appears in 1 contract

Samples: Base Indenture (PennyMac Mortgage Investment Trust)

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement Indenture Supplement is executed and delivered by Wilmington Trust, National AssociationWSFS, not individually or personally, personally but solely as Owner Trustee trustee of Assignee under its Trust Agreement (as defined in the Indenture)Issuer, in the exercise of the powers and authority conferred and vested in it, (b) LEGAL02/43438697v14 each of the representations, warranties, undertakings and agreements herein made on the part of Assignee the Issuer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings and agreement agreements by Wilmington Trust, National Association WSFS but is made and intended for the purpose of binding only Assigneethe Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the Parties parties hereto and by any Person claiming by, through or under the Parties hereto parties hereto, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Indenture Supplement and (de) under no circumstances shall Wilmington Trust, National Association WSFS be personally liable for the payment of any indebtedness or expenses of Assignee the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Issuer under this Agreement Indenture Supplement or any related agreement.other Transaction Documents. LEGAL02/43438697v14

Appears in 1 contract

Samples: loanDepot, Inc.

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) each of this Agreement Indenture Supplement and the Series 2023-FTL1 Promissory Term Notes is executed and delivered by Wilmington TrustSavings Fund Society, National AssociationFSB (“WSFS”), not individually or personally, but solely in its capacity as Owner Trustee of Assignee under its the Trust Agreement (as defined in the Indenture)Agreement, in the exercise of the powers and authority conferred and vested in itit thereunder, (b) each of the representations, undertakings warranties, undertakings, obligations and agreements herein or in the Series 2023-FTL1 Promissory Term Notes made on the part of Assignee the Issuer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings, obligations and agreement agreements by Wilmington TrustWSFS, National Association but is made and intended for the purpose of binding only, and is binding only Assigneeon, the Issuer, (c) nothing contained herein contained or in the Series 2023-FTL1 Promissory Term Notes shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to perform any covenant or obligation of the Issuer, either expressed or implied implied, contained hereinherein or therein, all such liability, if any, being expressly waived by the Parties parties hereto or thereto and by any Person claiming by, through or under the Parties parties hereto or thereto, (d) WSFS has not made and will not make any investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Indenture Supplement, the Series 2023-FTL1 Promissory Term Notes or any related document delivered pursuant hereto and (de) under no circumstances shall Wilmington TrustWSFS, National Association be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of Assignee the Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Issuer or by WSFS, as Owner Trustee on behalf of the Issuer under this Agreement Indenture Supplement, the Series 2023-FTL1 Promissory Term Notes or any other related agreementdocuments, as to all of which recourse shall be had solely to the assets of the Issuer.

Appears in 1 contract

Samples: Assignment and Assumption (PennyMac Mortgage Investment Trust)

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement Indenture is executed and delivered by Wilmington TrustSavings Fund Society, National AssociationFSB (“WSFS”), not individually or personally, personally but solely as Owner Trustee trustee of Assignee under its Trust Agreement (as defined in the Indenture)Issuer, in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, as Owner Trustee, (b) each of the representations, warranties, undertakings and agreements herein made on the part of Assignee the Issuer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings and agreement agreements by Wilmington Trust, National Association WSFS but is made and intended for the purpose of binding only Assigneethe Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, WSFS individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the Parties parties hereto and by any Person claiming by, through or under the Parties hereto and parties hereto, (d) WSFS has not made and will not make any investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Indenture, (e) under no circumstances shall Wilmington Trust, National Association WSFS be personally liable for the payment of any indebtedness indebtedness, purchase price, indemnities or expenses of Assignee the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Issuer under this Agreement Indenture or any other related agreementdocuments and (f) WSFS shall have the rights, indemnities, privileges, and immunities hereunder as are set forth in the Trust Agreement.

Appears in 1 contract

Samples: Consent Agreement (PennyMac Mortgage Investment Trust)

Owner Trustee Limitation of Liability. It Notwithstanding anything herein or in any Transaction Document to the contrary, it is expressly understood and agreed by the Parties parties hereto that (ai) this Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally, personally but solely as owner trustee (the “Owner Trustee Trustee”) of Assignee under its Trust Agreement (as defined in the Indenture)Borrower, 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 Assignee the Borrower is made and intended not as a personal representationrepresentations, undertaking undertakings and agreement agreements by Wilmington Trust, National Association the Owner Trustee but is made and intended for the purpose of binding only Assigneethe Borrower, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Associationthe Owner Trustee, individually or personally, to perform any covenant covenants, either expressed or implied implied, contained herein, all such personal liability, if any, being expressly waived by the Parties parties hereto and by any Person person claiming by, through or under the Parties hereto parties hereto, (iv) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations and warranties made by the Borrower in this Agreement and (dv) under no circumstances shall Wilmington Trust, National Association the Owner Trustee be personally liable for the payment of any indebtedness or expenses of Assignee the Borrower or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Borrower under this Agreement or any other related agreementdocument.

Appears in 1 contract

Samples: Loan and Security Agreement (Oportun Financial Corp)

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the Parties parties hereto that (a) this Agreement Indenture Supplement is executed and delivered by Wilmington Trust, National AssociationWSFS, not individually or personally, personally but solely as Owner Trustee trustee of Assignee under its Trust Agreement (as defined in the Indenture)Issuer, in the exercise of the powers and authority conferred and vested in it, (b) LEGAL02/43438695v13 each of the representations, warranties, undertakings and agreements herein made on the part of Assignee the Issuer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings and agreement agreements by Wilmington Trust, National Association WSFS but is made and intended for the purpose of binding only Assigneethe Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National AssociationWSFS, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the Parties parties hereto and by any Person claiming by, through or under the Parties hereto parties hereto, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Indenture Supplement and (de) under no circumstances shall Wilmington Trust, National Association WSFS be personally liable for the payment of any indebtedness or expenses of Assignee the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Assignee the Issuer under this Agreement Indenture Supplement or any related agreement.other Transaction Documents. LEGAL02/43438695v13

Appears in 1 contract

Samples: loanDepot, Inc.

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