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 Indenture Supplement is executed and delivered by WSFS, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, undertakings and agreements by WSFS 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 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 hereto and by any Person claiming by, through or under the 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 (e) under no circumstances shall WSFS 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 Indenture Supplement or any other Transaction Documents.

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Indenture Supplement is executed and delivered by WSFS, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, undertakings and agreements by WSFS 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 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 hereto and by any Person claiming by, through or under the 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 (e) under no circumstances shall WSFS 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 Indenture Supplement or any other 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.

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Indenture Supplement Amendment is executed and delivered by WSFS, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, undertakings and agreements by WSFS 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 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 hereto and by any Person claiming by, through or under the 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 Amendment and (e) under no circumstances shall WSFS 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 Indenture Supplement Amendment or any other Transaction Documentsrelated documents.

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Indenture Supplement is executed and delivered by WSFS, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) LEGAL02/43438695v13 each of the representations, warranties, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, undertakings and agreements by WSFS 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 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 hereto and by any Person claiming by, through or under the 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 (e) under no circumstances shall WSFS 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 Indenture Supplement or any other Transaction Documents.. LEGAL02/43438695v13

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Indenture Supplement Agreement is executed and delivered by Wilmington Savings Fund Society, FSB (“WSFS”), not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, undertakings and agreements by WSFS 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 WSFS, 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 hereto and by any Person claiming by, through or under the parties hereto, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or and warranties made by the Issuer in this Indenture Supplement and Indenture, (e) under no circumstances shall WSFS be personally liable for the payment of any indebtedness indebtedness, purchase price, indemnities 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 Indenture Supplement Agreement or any other Transaction Documentsrelated documents and (f) WSFS shall have the rights, indemnities, privileges, and immunities hereunder as are set forth in the trust agreement of the Issuer.

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Indenture Supplement is executed and delivered by Wilmington Savings Fund Society, FSB (“WSFS”), not individually or personally but solely as trustee of the 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 the Issuer is made and intended not as personal representations, warranties, undertakings and agreements by WSFS 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 WSFS, 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 hereto and by any Person claiming by, through or under the parties hereto, (d) WSFS has not made no and will not make any investigation as to the accuracy or completeness of any representations or and warranties made by the Issuer in this Indenture Supplement and Indenture, (e) under no circumstances shall WSFS be personally liable for the payment of any indebtedness indebtedness, purchase price, indemnities 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 Indenture Supplement or any other Transaction Documentsrelated documents and (f) WSFS shall have the rights, indemnities, privileges, and immunities hereunder as are set forth in the Trust Agreement.

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Indenture Supplement Agreement is executed and delivered by WSFS, not individually or personally but solely as trustee of the IssuerIssuer 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 each of the Issuer Trusts is made and intended not as personal representations, warranties, undertakings and agreements by WSFS but is made and intended for the purpose of binding only the IssuerIssuer Trusts, (c) nothing herein contained shall be construed as creating any liability on 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 hereto and by any Person claiming by, through or under the 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 Indenture Supplement Agreement and (e) under no circumstances shall WSFS 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 Indenture Supplement Agreement or any other Transaction Documentsrelated documents.

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Base Indenture Supplement is executed and delivered by WSFS, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, undertakings and agreements by WSFS 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 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 hereto and by any Person claiming by, through or under the 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 Supplement and (e) under no circumstances shall WSFS 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 Base Indenture Supplement or any other Transaction Documentsrelated documents.

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Indenture Supplement Agreement is executed and delivered by WSFS, not individually or personally but solely as trustee of the IssuerBuyer, 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 the Issuer Buyer is made and intended not as personal representations, warranties, undertakings and agreements by WSFS 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 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 hereto and by any Person claiming by, through or under the parties hereto, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer Buyer in this Indenture Supplement Agreement and (e) under no circumstances shall WSFS 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 Indenture Supplement Agreement or any other Transaction Documents.related documents. LEGAL02/43438678v9

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that (ai) this Indenture Supplement is executed and delivered by WSFSWilmington Savings Fund Society, FSB , not individually or personally but solely as trustee Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (bii) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, undertakings and agreements by WSFS the 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 WSFSthe 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 hereto and by any Person person claiming by, through or under the parties hereto, (div) WSFS the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or and warranties made by the Issuer in this Indenture Supplement and (ev) under no circumstances shall WSFS the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture Supplement or any other Transaction Documentsrelated document.

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Indenture Supplement Guaranty is executed and delivered by Wilmington Savings Fund Society, FSB (“WSFS”), not individually or personally but solely as trustee of the IssuerBuyers, 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 the Issuer a Buyer is made and intended not as personal representations, warranties, undertakings and agreements by WSFS but is made and intended for the purpose of binding only the Issuersuch Buyer, (c) nothing herein contained shall be construed as creating any liability on 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 hereto and by any Person claiming by, through or under the parties hereto, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer a Buyer in this Indenture Supplement Guaranty and (e) under no circumstances shall WSFS be personally liable for the payment of any indebtedness or expenses of the Issuer a Buyer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer a Buyer under this Indenture Supplement Guaranty or any other Transaction Documentsrelated documents.

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Indenture Supplement Agreement is executed and delivered by WSFS, not individually or personally but solely as trustee of the IssuerBuyer, 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 the Issuer Buyer is made and intended not as personal representations, warranties, undertakings and agreements by WSFS but is made and intended for the purpose of binding only the IssuerBuyer, (c) nothing herein contained shall be construed as creating any liability on 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 hereto and by any Person claiming by, through or under the parties hereto, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer Buyer in this Indenture Supplement Agreement and (e) under no circumstances shall WSFS 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 Indenture Supplement Agreement or any other Transaction Documentsrelated documents.

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Indenture Supplement Agreement is executed and delivered by Wilmington Savings Fund Society, FSB (“WSFS”), not individually or personally but solely as trustee of the 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 the Issuer is made and intended not as personal representations, warranties, undertakings and agreements by WSFS 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 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 hereto and by any Person claiming by, through or under the parties hereto, (d) WSFS WSFS, in its individual capacity or as trustee of the Issuer, has not made no 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 and Agreement or any related document, (e) under no circumstances shall WSFS be personally liable for the payment of any indebtedness indebtedness, purchase price, indemnities 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 Indenture Supplement Agreement or any other Transaction DocumentsDocuments and (f) WSFS shall have the rights, indemnities, privileges, and immunities hereunder as are set forth in the Trust Agreement.

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Indenture Supplement Amendment is executed and delivered by Wilmington Savings Fund Society, FSB (formerly known as Christiana Trust) (“WSFS”), not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, undertakings and agreements by WSFS but is made and intended for the purpose of binding only, and is binding only on, the Issuer, (c) nothing herein contained shall be construed as creating any liability on 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 hereto and by any Person claiming by, through or under the 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 Indenture Supplement Amendment and (e) under no circumstances shall WSFS 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 Indenture Supplement Amendment or any other Transaction Documentsrelated documents, as to all of which recourse shall be had solely to the assets of the Issuer.

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Base Indenture Supplement is executed and delivered by WSFSWilmington Savings Fund Society, FSB, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, undertakings and agreements by WSFS Wilmington Savings Fund Society, FSB 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 WSFSWilmington Savings Fund Society, FSB, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) WSFS 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 Supplement and (e) under no circumstances shall WSFS Wilmington Savings Fund Society, FSB, 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 Base Indenture Supplement or any other Transaction Documentsrelated documents.

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Indenture Supplement Agreement is executed and delivered by Wilmington Savings Fund Society, FSB (“WSFS”), not individually or personally but solely as trustee of the IssuerBuyer, 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 the Issuer Buyer is made and intended not as personal representations, warranties, undertakings and agreements by WSFS but is made and intended for the purpose of binding only the IssuerBuyer, (c) nothing herein contained shall be construed as creating any liability on WSFS, 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 hereto and by any Person claiming by, through or under the parties hereto, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer Buyer in this Indenture Supplement Agreement and (e) under no circumstances shall WSFS 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 Indenture Supplement Agreement or any other Transaction Documents.related documents. LEGAL02/43438676v8

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Indenture Supplement is executed and delivered by WSFS, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) LEGAL02/43438697v14 each of the representations, warranties, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, undertakings and agreements by WSFS 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 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 hereto and by any Person claiming by, through or under the 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 (e) under no circumstances shall WSFS 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 Indenture Supplement or any other Transaction Documents.. LEGAL02/43438697v14