Common use of Concerning the Owner Trustee Clause in Contracts

Concerning the Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by BNY Mellon Trust of Delaware (“BNY Delaware”), not individually or personally but solely as Owner Trustee of the Issuing Entity and Grantor Trust Trustee of the Grantor Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, as applicable, is made and intended not as personal representations, undertakings and agreements by BNY Delaware but is made and intended for the purpose of binding only the Issuing Entity or Grantor Trust, as applicable, (c) nothing herein contained shall be construed as creating any liability on BNY Delaware, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicable, 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) BNY Delaware has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuing Entity or Grantor Trust, as applicable, in this Agreement and (e) under no circumstances shall BNY Delaware be personally liable for the payment of any indebtedness or expenses of the Issuing Entity or Grantor Trust, as applicable, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity or Grantor Trust, as applicable, under this Agreement.

Concerning the Owner Trustee. It is expressly understood and agreed by the parties hereto that (ai) this Agreement is executed and delivered by BNY Mellon U.S. Bank Trust of Delaware (“BNY Delaware”)National Association, not individually or personally but solely in its capacity as Owner Trustee trustee on behalf of the Issuing Entity and Grantor Trust Trustee Issuer (in such capacity, the “Owner Trustee”), at the direction of the Grantor Trust, Board of Trustees or its designated agents pursuant to and in the exercise of the powers and authority conferred and vested in it, it under the Trust Agreement (bii) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, as applicable, Issuer is made and intended not as personal representations, warranties, undertakings and agreements by BNY Delaware U.S. Bank Trust National Association or the Owner Trustee but is made and intended for the purpose of binding, and is binding only on, the Issuing Entity or Grantor Trust, as applicableIssuer, (ciii) nothing herein contained shall be construed as creating any obligation or liability on BNY DelawareU.S. Bank Trust National Association, individually or personallypersonally or as Owner Trustee, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicableherein, all such obligation or liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (div) BNY Delaware U.S. Bank Trust National Association, individually and as Owner Trustee, has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuing Entity or Grantor Trust, as applicable, Issuer in this Agreement and (ev) under no circumstances shall BNY Delaware U.S. Bank Trust National Association or the Owner Trustee be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Issuing Entity or Grantor Trust, as applicable, Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity Issuer under this Agreement or Grantor Trustany other related documents, as applicable, under this Agreementto all of which recourse shall be had solely to the assets of the Issuer.

Concerning the Owner Trustee. It is expressly understood and agreed by the parties hereto that (ai) this Agreement is executed and delivered by BNY Mellon U.S. Bank Trust of Delaware (“BNY Delaware”)National Association, not individually or personally but solely in its capacity as Owner Trustee trustee on behalf of the Issuing Entity and Grantor Trust Trustee Issuer (in such capacity, the “Owner Trustee”), at the direction of the Grantor Trust, Board of Trustees or its designated agents pursuant to and in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (bii) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, as applicable, Issuer is made and intended not as personal representations, warranties, undertakings and agreements by BNY Delaware U.S. Bank Trust National Association or the Owner Trustee but is made and intended for the purpose of binding, and is binding only on, the Issuing Entity or Grantor Trust, as applicableIssuer, (ciii) nothing herein contained shall be construed as creating any obligation or liability on BNY DelawareU.S. Bank Trust National Association, individually or personallypersonally or as Owner Trustee, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicableherein, all such obligation or liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (div) BNY Delaware U.S. Bank Trust National Association, individually and as Owner Trustee, has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuing Entity or Grantor Trust, as applicable, Issuer in this Agreement and (ev) under no circumstances shall BNY Delaware U.S. Bank Trust National Association or the Owner Trustee be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Issuing Entity or Grantor Trust, as applicable, Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity or Grantor Trust, as applicable, Issuer under this Agreement, the Notes or any other related documents, as to all of which recourse shall be had solely to the assets of the Issuer. It is expressly understood and agreed that except for those specific duties of that the Owner Trustee has expressly undertaken to perform for the Issuer pursuant to the Trust Agreement, the rights, duties and obligations of Issuer hereunder will be exercised and performed by Administrator, Credit Acceptance or other agents on behalf of the Issuer and under no circumstances shall the Owner Trustee have any duty or obligation to monitor, supervise, exercise or perform the rights, duties or obligations of Issuer or the Administrator or any other agents of the Issuer hereunder.

Concerning the Owner Trustee. It is expressly understood and agreed by Section 7.01. Rights of the parties hereto that Owner Trustee. Except as otherwise provided in Article VI: (a) this Agreement is executed and delivered by BNY Mellon Trust of Delaware (“BNY Delaware”)in accordance with Section 7.04, not individually or personally but solely as the Owner Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the Issuing Entity and Grantor Trust Trustee of the Grantor Trust, in the exercise of the powers and authority conferred and vested in it, proper party or parties; (b) each the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction or instructions of the representations, undertakings and agreements herein made on the part of the Issuing Entity or Grantor TrustAdministrator, as applicable, is made and intended not as personal representations, undertakings and agreements by BNY Delaware but is made and intended for provided in the purpose of binding only Administration Agreement or the Issuing Entity Certificateholders or Grantor Trustthe Servicer, as applicable, provided herein; (c) nothing herein contained the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or the other Basic Documents, or to institute, conduct or defend any litigation under this Agreement, or in relation to this Agreement or the other Basic Documents, at the request, order or direction of any of the Securityholders or any other Person, unless such Person shall have offered to the Owner Trustee security or indemnity reasonably satisfactory to the Owner Trustee against the costs, expenses and liabilities that may be incurred therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as creating a duty, and the Owner Trustee shall not be answerable for such act other than its gross negligence or willful misconduct in the performance of any liability on BNY Delaware, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicable, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, act; (d) BNY Delaware has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuing Entity or Grantor Trust, as applicable, in this Agreement and (e) under no circumstances shall BNY Delaware the Owner Trustee be liable for any representation, warranty, covenant or obligation of the Trust, or for any indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) the recitals contained herein and in the Certificates (other than the signature of the Owner Trustee and the certificate of authentication on the Certificates) shall be taken as statements of the Depositor, and the Owner Trustee shall have no responsibility for the correctness thereof; (f) the Owner Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts, content or accuracy of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates representing not less than 25% of the Percentage Interest; provided, however, that if the payment within a reasonable time to the Owner Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Owner Trustee, not reasonably assured to the Owner Trustee by the security afforded to it by the terms of this Agreement, the Owner Trustee may require indemnity reasonably satisfactory to the Owner Trustee against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Owner Trustee shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors; (g) the Owner Trustee shall not be liable for, and shall have no duty to supervise or monitor, the action or inaction, default, misconduct or negligence of any Person, including the Administrator, the Servicer, the Depositor or the Indenture Trustee or any agent appointed by it under any of the Basic Documents or otherwise, and the Owner Trustee may assume performance by each of such parties absent written notice or actual knowledge by a Responsible Officer to the contrary, and the Owner Trustee shall have no obligation or liability to supervise or perform the obligations of the Trust under the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement; (h) the Owner Trustee shall not be required to investigate any claims for the breach by any Person of a representation or warranty under any of the Basic Documents. The Owner Trustee shall not be required to monitor, initiate or conduct any proceedings to enforce the obligations of the Trust, the Depositor, the Servicer or any other person with respect to any breach of representation or warranty under any Basic Document and the Owner Trustee shall not have any duty to conduct any investigation as to the occurrence of any condition requiring the repurchase of any Receivable by any person pursuant to any Basic Document. For the avoidance of doubt, the Owner Trustee shall not be responsible for evaluating the qualifications of any mediator or arbitrator, or be personally liable for paying the payment of any indebtedness fees or expenses of any mediation or arbitration initiated by a Requesting Party, and under no circumstances shall the Issuing Entity Owner Trustee be personally liable for any expenses allocated to the Requesting Party in any dispute resolution proceeding; (i) the Owner Trustee shall not be deemed to have knowledge or Grantor Trustnotice of any event or information, as applicableincluding any Event of Default, or be liable for required to act upon any event or information (including the breach or failure sending of any obligationnotice), representationunless written notice of such event or information is received by a Responsible Officer and such notice references the event or information. Absent written notice in accordance with this Section, warranty the Owner Trustee may conclusively assume that no such event has occurred. The Owner Trustee shall have no obligation to inquire into, or covenant investigate as to, the occurrence of any such event (including any Event of Default). For purposes of determining the Owner Trustee’s responsibility and liability hereunder, whenever reference is made in this Agreement to any event (including, but not limited to, an Event of Default), such reference shall be construed to refer only to such event of which the Owner Trustee has received written notice as described in this Section. Knowledge of the Owner Trustee shall not be attributed or undertaken imputed to Wilmington Trust, National Association’s other roles in the transaction or any affiliate, line of business or other division of Wilmington Trust, National Association (and vice versa); (j) the Owner Trustee’s receipt of delivery of any reports, information or other documents hereunder and any publicly available information is for informational purposes only and shall not constitute actual or constructive knowledge of any information contained therein or determinable from information contained therein, including the Depositor’s, the Indenture Trustee’s, Administrator’s, Servicer’s or the Paying Agent’s compliance with any of their covenants and obligations hereunder; the Owner Trustee shall be entitled to rely exclusively on Officers’ Certificates provided by the Issuing Entity Depositor, the Indenture Trustee, Administrator, Servicer or Grantor Trustthe Paying Agent, as applicablethe case may be, to confirm compliance with such covenants and obligations, but shall have no duty to request or otherwise monitor the delivery of such Officers’ Certificates; (k) any money deposited will be uninvested and held without interest; (l) the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if such action will (i) require the consent, approval, authorization, order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof; or (iii) subject the Owner Trustee to personal jurisdiction; and (m) if any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Agreement, or the Owner Trustee is in doubt as to the action to be taken hereunder, the Owner Trustee may, at its option, after sending written notice of the same to transaction parties, refuse to act until such time as it (a) receives a final non-appealable order of a court of competent jurisdiction directing delivery of the Trust Estate or other appropriate remedy or (b) receives a written instruction, executed by each of the parties involved in such disagreement or dispute, in a form reasonably acceptable to the Owner Trustee, directing delivery of the Trust Estate or other appropriate remedy. The Owner Trustee will be entitled to act on any such written instruction or final, non-appealable order of a court of competent jurisdiction without further question, inquiry or consent. The Owner Trustee may file an interpleader action in a state or federal court, and upon the filing thereof, the Owner Trustee will be relieved of all liability as to the Trust Estate and will be entitled to recover reasonable and documented out-of-pocket attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action.

Concerning the Owner Trustee. It is expressly understood and agreed by the parties hereto that (ai) this Agreement Indenture is executed and delivered by BNY Mellon Computershare Delaware Trust of Delaware (“BNY Delaware”)Company, not individually or personally but solely in its capacity as Owner Trustee trustee on behalf of the Issuing Entity and Grantor Trust Trustee Issuer (in such capacity, the “Owner Trustee”), at the direction of the Grantor Trust, Board of Trustees or its designated agents pursuant to and in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (bii) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, as applicable, Issuer is made and intended not as personal representations, warranties, undertakings and agreements by BNY Computershare Delaware Trust Company or the Owner Trustee but is made and intended for the purpose of binding, and is binding only on, the Issuing Entity or Grantor Trust, as applicableIssuer, (ciii) nothing herein contained shall be construed as creating any obligation or liability on BNY DelawareComputershare Delaware Trust Company, individually or personallypersonally or as Owner Trustee, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicableherein, all such obligation or liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (div) BNY Computershare Delaware Trust Company, individually and as Owner Trustee, has made no and will make no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuing Entity or Grantor Trust, as applicable, Issuer in this Agreement Indenture and (ev) under no circumstances shall BNY Computershare Delaware Trust Company or the Owner Trustee be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Issuing Entity or Grantor Trust, as applicable, Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity Issuer under this Indenture, the Notes or Grantor Trustany other related documents, as applicableto all of which recourse shall be had solely to the assets of the Issuer. It is expressly understood and agreed that except for those specific duties of that the Owner Trustee has expressly undertaken to perform for the Issuer pursuant to the Trust Agreement, the rights, duties and obligations of Issuer hereunder will be exercised and performed by Administrator, Credit Acceptance or other agents on behalf of the Issuer and under this Agreementno circumstances shall the Owner Trustee have any duty or obligation to monitor, supervise, exercise or perform the rights, duties or obligations of Issuer or the Administrator or any other agents of the Issuer hereunder.

Concerning the Owner Trustee. It is expressly understood and agreed by the parties hereto that (ai) this Agreement is executed and delivered by BNY Mellon Computershare Delaware Trust of Delaware (“BNY Delaware”)Company, not individually or personally but solely in its capacity as Owner Trustee trustee on behalf of the Issuing Entity and Grantor Trust Trustee Issuer (in such capacity, the “Owner Trustee”), at the direction of the Grantor Trust, Board of Trustees or its designated agents pursuant to and in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (bii) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, as applicable, Issuer is made and intended not as personal representations, warranties, undertakings and agreements by BNY Computershare Delaware Trust Company or the Owner Trustee but is made and intended for the purpose of binding, and is binding only on, the Issuing Entity or Grantor Trust, as applicableIssuer, (ciii) nothing herein contained shall be construed as creating any obligation or liability on BNY DelawareComputershare Delaware Trust Company, individually or personallypersonally or as Owner Trustee, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicableherein, all such obligation or liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (div) BNY Computershare Delaware Trust Company, individually and as Owner Trustee, has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuing Entity or Grantor Trust, as applicable, Issuer in this Agreement and (ev) under no circumstances shall BNY Computershare Delaware Trust Company or the Owner Trustee be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Issuing Entity or Grantor Trust, as applicable, Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity or Grantor Trust, as applicable, Issuer under this Agreement, the Notes or any other related documents, as to all of which recourse shall be had solely to the assets of the Issuer. It is expressly understood and agreed that except for those specific duties of that the Owner Trustee has expressly undertaken to perform for the Issuer pursuant to the Trust Agreement, the rights, duties and obligations of Issuer hereunder will be exercised and performed by Administrator, Credit Acceptance or other agents on behalf of the Issuer and under no circumstances shall the Owner Trustee have any duty or obligation to monitor, supervise, exercise or perform the rights, duties or obligations of Issuer or the Administrator or any other agents of the Issuer hereunder.

Concerning the Owner Trustee. It is expressly understood and agreed by the parties hereto that (ai) this Agreement is executed and delivered by BNY Mellon Computershare Delaware Trust of Delaware (“BNY Delaware”)Company, not individually or personally but solely in its capacity as Owner Trustee trustee on behalf of the Issuing Entity and Grantor Trust Trustee Issuer (in such capacity, the “Owner Trustee”), at the direction of the Grantor Trust, Board of Trustees or its designated agents pursuant to and in the exercise of the powers and authority conferred and vested in it, it under the Trust Agreement (bii) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, as applicable, Issuer is made and intended not as personal representations, warranties, undertakings and agreements by BNY Computershare Delaware Trust Company or the Owner Trustee but is made and intended for the purpose of binding, and is binding only on, the Issuing Entity or Grantor Trust, as applicableIssuer, (ciii) nothing herein contained shall be construed as creating any obligation or liability on BNY DelawareComputershare Delaware Trust Company, individually or personallypersonally or as Owner Trustee, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicableherein, all such obligation or liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (div) BNY Computershare Delaware Trust Company, individually and as Owner Trustee, has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuing Entity or Grantor Trust, as applicable, Issuer in this Agreement and (ev) under no circumstances shall BNY Computershare Delaware Trust Company or the Owner Trustee be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Issuing Entity or Grantor Trust, as applicable, Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity Issuer under this Agreement or Grantor Trustany other related documents, as applicable, under this Agreementto all of which recourse shall be had solely to the assets of the Issuer.

Concerning the Owner Trustee. It is expressly understood and agreed by the parties hereto that (ai) this Agreement Indenture is executed and delivered by BNY Mellon U.S. Bank Trust of Delaware (“BNY Delaware”)National Association, not individually or personally but solely in its capacity as Owner Trustee trustee on behalf of the Issuing Entity and Grantor Trust Trustee Issuer (in such capacity, the “Owner Trustee”), at the direction of the Grantor Trust, Board of Trustees or its designated agents pursuant to and in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (bii) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, as applicable, Issuer is made and intended not as personal representations, warranties, undertakings and agreements by BNY Delaware U.S. Bank Trust National Association or the Owner Trustee but is made and intended for the purpose of binding, and is binding only on, the Issuing Entity or Grantor Trust, as applicableIssuer, (ciii) nothing herein contained shall be construed as creating any obligation or liability on BNY DelawareU.S. Bank Trust National Association, individually or personallypersonally or as Owner Trustee, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicableherein, all such obligation or liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (div) BNY Delaware U.S. Bank Trust National Association, individually and as Owner Trustee, has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuing Entity or Grantor Trust, as applicable, Issuer in this Agreement Indenture and (ev) under no circumstances shall BNY Delaware U.S. Bank Trust National Association or the Owner Trustee be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Issuing Entity or Grantor Trust, as applicable, Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity Issuer under this Indenture, the Notes or Grantor Trustany other related documents, as applicableto all of which recourse shall be had solely to the assets of the Issuer. It is expressly understood and agreed that except for those specific duties of that the Owner Trustee has expressly undertaken to perform for the Issuer pursuant to the Trust Agreement, the rights, duties and obligations of Issuer hereunder will be exercised and performed by Administrator, Credit Acceptance or other agents on behalf of the Issuer and under this Agreementno circumstances shall the Owner Trustee have any duty or obligation to monitor, supervise, exercise or perform the rights, duties or obligations of Issuer or the Administrator or any other agents of the Issuer hereunder.

Concerning the Owner Trustee. It is expressly understood Anything herein to the contrary notwithstanding, all and agreed by the parties hereto that (a) this Agreement is executed and delivered by BNY Mellon Trust of Delaware (“BNY Delaware”), not individually or personally but solely as Owner Trustee of the Issuing Entity and Grantor Trust Trustee of the Grantor Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings agreements and agreements obligations herein made or undertaken on the part of the Issuing Entity Owner Trustee are made or Grantor Trust, as applicable, is made and intended undertaken not as personal representations, undertakings and agreements by BNY Delaware the Owner Trustee in its individual capacity for the purpose or with the intention of binding it personally, but is are made and intended or undertaken solely for the purpose of binding only the Issuing Entity or Grantor TrustTrust Estate, as applicable, (c) nothing herein contained shall be construed as creating any liability on BNY Delaware, individually or personally, to perform any covenant either expressed or implied contained herein and this Supplemental Indenture No. 2 is executed and delivered by the Owner Trustee in its individual capacity solely in the exercise of the Issuing Entity powers expressly conferred upon it as trustee under the Trust Agreement; and no personal liability or responsibility is assumed hereunder by or shall at any time be enforceable against the Owner Trustee or any successor in trust or the Grantor TrustOwner Participant on account of any agreements hereunder of the Owner Trustee, respectively, as applicableeither express or implied, all such personal liability, if any, being expressly waived by the parties hereto Indenture Trustee and the Holders and by any Person all Persons claiming by, through or under the parties heretoIndenture Trustee and the Holders; provided, (d) BNY Delaware has made no investigation as however, that the Owner Trustee, in its individual capacity, shall be liable hereunder for its own gross negligence or willful misconduct. If a successor owner trustee is appointed in accordance with the terms of the Trust Agreement, such successor owner trustee shall,without any further act, succeed to all the accuracy rights, duties, immunities and obligations of the Owner Trustee hereunder, and its predecessor owner trustee and the Owner Trustee in its individual capacity shall be released from all further duties and obligations hereunder, without prejudice to any claims against the Owner Trustee in its individual capacity or completeness of the Owner Trustee for any representations and warranties made default by the Issuing Entity Owner Trustee in its individual capacity or Grantor Trustthe Owner Trustee, as applicablerespectively, in the performance of its obligations hereunder prior to such appointment. In Witness Whereof, the parties hereto have caused this Agreement Supplemental Indenture No. 2 to be duly executed by their respective officers thereunto authorized, and (e) under no circumstances shall BNY Delaware their respective corporate seals to be personally liable for the payment of any indebtedness or expenses hereunto affixed and attested, all as of the Issuing Entity or Grantor Trust, as applicable, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity or Grantor Trust, as applicable, under this Agreementday and year first above written.

Concerning the Owner Trustee. (i) It is expressly understood and agreed by the parties hereto that (a) this Agreement Amendment and Supplemental Indenture is executed and delivered by BNY Mellon Trust of Delaware (“BNY Delaware”)Wilmington Trust, National Association, not individually or personally but solely as Owner Trustee owner trustee of the Issuing Entity and Grantor Trust Trustee of the Grantor TrustIssuer, in the exercise of the powers and authority conferred and vested in itit pursuant to the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, as applicable, Issuer is made and intended not as personal representations, undertakings and agreements by BNY Delaware Wilmington Trust, National Association, but is made and intended for the purpose of binding only the Issuing Entity or Grantor Trust, as applicableIssuer, (c) nothing herein contained shall be construed as creating any liability on BNY DelawareWilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicableherein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, hereto and (d) BNY Delaware has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuing Entity or Grantor Trust, as applicable, in this Agreement and (e) under no circumstances shall BNY Delaware Wilmington Trust, National Association, be personally liable for the payment of any indebtedness or expenses of the Issuing Entity or Grantor Trust, as applicable, Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity Issuer under this Amendment and Supplemental Indenture or Grantor Trustany other related documents. (ii) The Transferor, as applicableEquity Certificateholder, hereby authorizes, empowers and directs the Owner Trustee, in the name and on behalf of the Issuer, to execute and deliver this Amendment and Supplemental Indenture and each other document, instrument or writing (including, without limitation, any Issuer Order) as may be necessary or convenient in connection with the transactions contemplated hereby. The Transferor, as Equity Certificateholder, hereby waives any notice in connection with the foregoing and hereby certifies and confirms that (x) it is the sole Equity Certificateholder, (y) the foregoing direction and actions are necessary, suitable, or convenient in connection with the matters described in Section 2.03 of the Trust Agreement, and do not violate or conflict with, are not contrary to, are contemplated and authorized by, and are consistent and in accordance and compliance with the Trust Agreement and the Transaction Documents and the obligations of the Issuer and the Owner Trustee under this the Trust Agreement and the Transaction Documents, and (z) the foregoing direction and the execution and delivery of such documents are covered by the indemnifications provided under the Trust Agreement.. [Signature Pages Follow]

Concerning the Owner Trustee. It is expressly understood and agreed by the parties hereto that (ai) this Agreement Indenture is executed and delivered by BNY Mellon U.S. Bank Trust of Delaware (“BNY Delaware”)National Association, not individually or personally but solely in its capacity as Owner Trustee trustee on behalf of the Issuing Entity and Grantor Trust Trustee Issuer (in such capacity, the “Owner Trustee”), at the direction of the Grantor Trust, Board of Trustees or its designated agents pursuant to and in the exercise of the powers and authority conferred and vested in itit under the Trust Agreement, (bii) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, as applicable, Issuer is made and intended not as personal representations, warranties, undertakings and agreements by BNY Delaware U.S. Bank Trust National Association or the Owner Trustee but is made and intended for the purpose of binding, and is binding only on, the Issuing Entity or Grantor Trust, as applicableIssuer, (ciii) nothing herein contained shall be construed as creating any obligation or liability on BNY DelawareU.S. Bank Trust National Association, individually or personallypersonally or as Owner Trustee, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicableherein, all such obligation or liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (div) BNY Delaware U.S. Bank Trust National Association, individually and as Owner Trustee, has made no and will make no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuing Entity or Grantor Trust, as applicable, Issuer in this Agreement Indenture and (ev) under no circumstances shall BNY Delaware U.S. Bank Trust National Association or the Owner Trustee be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Issuing Entity or Grantor Trust, as applicable, Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity Issuer under this Indenture, the Notes or Grantor Trustany other related documents, as applicableto all of which recourse shall be had solely to the assets of the Issuer. It is expressly understood and agreed that except for those specific duties of that the Owner Trustee has expressly undertaken to perform for the Issuer pursuant to the Trust Agreement, the rights, duties and obligations of Issuer hereunder will be exercised and performed by Administrator, Credit Acceptance or other agents on behalf of the Issuer and under this Agreementno circumstances shall the Owner Trustee have any duty or obligation to monitor, supervise, exercise or perform the rights, duties or obligations of Issuer or the Administrator or any other agents of the Issuer hereunder.

Concerning the Owner Trustee. (i) It is expressly understood and agreed by the parties hereto that (a) this Agreement Supplemental Indenture is executed and delivered by BNY Mellon Trust of Delaware (“BNY Delaware”)Wilmington Trust, National Association, not individually or personally but solely as Owner Trustee owner trustee of the Issuing Entity and Grantor Trust Trustee of the Grantor TrustIssuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, as applicable, Issuer is made and intended not as personal representations, undertakings and agreements by BNY Delaware Wilmington Trust, National Association but is made and intended for the purpose of binding only the Issuing Entity or Grantor Trust, as applicableIssuer, (c) nothing herein contained shall be construed as creating any liability on BNY DelawareWilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicableherein, 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) BNY Delaware Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuing Entity or Grantor Trust, as applicable, Issuer in this Agreement Supplemental Indenture, and (e) under no circumstances shall BNY Delaware Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuing Entity or Grantor Trust, as applicable, Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity or Grantor TrustIssuer under this Supplemental Indenture. (ii) The Transferor, as applicableEquity Certificateholder, hereby authorizes, empowers and directs the Owner Trustee, in the name and on behalf of the Issuer, to execute and deliver this Amendment and each other document, instrument or writing (including, without limitation, any Issuer Order) as may be necessary or convenient in connection with the transactions contemplated hereby. The Transferor, as Equity Certificateholder, hereby waives any notice in connection with the foregoing and hereby certifies and confirms that (x) it is the sole Equity Certificateholder, (y) the foregoing direction and actions are necessary, suitable, or convenient in connection with the matters described in Section 2.03 of the Trust Agreement, and do not violate or conflict with, are not contrary to, are contemplated and authorized by, and are consistent and in accordance and compliance with the Trust Agreement, the Note Purchase Agreement and the Transaction Documents and the obligations of the Issuer and the Owner Trustee under this the Trust Agreement, the Note Purchase Agreement and the Transaction Documents, and (z) the foregoing direction and the execution and delivery of such documents are covered by the indemnifications provided under the Trust Agreement.

Concerning the Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by BNY Mellon Trust of Delaware Wilmington Trust, National Association (“BNY DelawareWTNA”), not individually or personally but solely as Owner Trustee of the Issuing Entity and Grantor Trust Trustee of the Grantor Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, as applicable, Trust is made and intended not as personal representations, undertakings and agreements by BNY Delaware WTNA but is made and intended for the purpose of binding only the Issuing Entity or Grantor Trust, as applicable, (c) nothing herein contained shall be construed as creating any liability on BNY DelawareWTNA, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicable, 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) BNY Delaware WTNA has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuing Entity or Grantor Trust, as applicable, Trust in this Agreement and (e) under no circumstances shall BNY Delaware WTNA be personally liable for the payment of any indebtedness or expenses of the Issuing Entity or Grantor Trust, as applicable, Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity Trust under this Agreement or Grantor Trustany other Transaction Documents. The Parties have caused this Master Transfer Agreement to be executed by their respective duly authorized officers as of the date and year first above written. CARVANA AUTO RECEIVABLES 2016-1 LLC, as applicableTransferor By: __________________________________ Name: Title: SONORAN AUTO RECEIVABLES TRUST 2017-1 By: WILMINGTON TRUST, under NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee By: _____________________________________ Name: Title: THIS POOL SUPPLEMENT (this “Supplement”) to the Master Transfer Agreement (the “Master Transfer Agreement”), dated as of November 3, 2017, by and between Carvana Auto Receivables 2016-1 LLC, a Delaware limited liability company (the “Transferor”) and Sonoran Auto Receivables Trust 2017-1, a Delaware statutory trust (the “Trust”). Except as otherwise expressly provided herein or unless the context otherwise requires, all capitalized terms used herein shall have the meanings attributed to them in Appendix A to the Master Transfer Agreement.

Concerning the Owner Trustee. It is expressly understood and agreed by the parties hereto that (ai) this Agreement is executed and delivered by BNY Mellon Computershare Delaware Trust of Delaware (“BNY Delaware”)Company, not individually or personally but solely in its capacity as Owner Trustee trustee on behalf of the Issuing Entity and Grantor Trust Trustee Issuer (in such capacity, the 109 “Owner Trustee”), at the direction of the Grantor Trust, Board of Trustees or its designated agents pursuant to and in the exercise of the powers and authority conferred and vested in it, it under the Trust Agreement (bii) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, as applicable, Issuer is made and intended not as personal representations, warranties, undertakings and agreements by BNY Computershare Delaware Trust Company or the Owner Trustee but is made and intended for the purpose of binding, and is binding only on, the Issuing Entity or Grantor Trust, as applicableIssuer, (ciii) nothing herein contained shall be construed as creating any obligation or liability on BNY DelawareComputershare Delaware Trust Company, individually or personallypersonally or as Owner Trustee, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicableherein, all such obligation or liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (div) BNY Computershare Delaware Trust Company, individually and as Owner Trustee, has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuing Entity or Grantor Trust, as applicable, Issuer in this Agreement and (ev) under no circumstances shall BNY Computershare Delaware Trust Company or the Owner Trustee be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Issuing Entity or Grantor Trust, as applicable, Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity Issuer under this Agreement or Grantor Trustany other related documents, as applicable, under this Agreementto all of which recourse shall be had solely to the assets of the Issuer.

Concerning the Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Agreement document is executed and delivered by BNY Mellon Trust of Delaware (“BNY Delaware”)Wilmington Savings Fund Society, not individually or personally personally, but solely as Owner Trustee of for the Issuing Entity and Grantor Trust Trustee of the Grantor TrustBorrower, in the exercise of the powers and authority conferred and vested in it, pursuant to the Borrower Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, as applicable, Borrower is made and intended not as personal representations, undertakings and agreements by BNY Delaware Wilmington Savings Fund Society but is made and intended for the purpose of binding only the Issuing Entity or Grantor Trust, as applicable, Borrower and (c) except for malfeasance or gross violation of its fiduciary duties as owner trustee (i) nothing herein contained shall be construed as creating any liability on BNY DelawareWilmington Savings Fund Society, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicableherein, 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, (dii) BNY Delaware Wilmington Savings Fund Society has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuing Entity or Grantor Trust, as applicable, Borrower in this Agreement and (eiii) under no circumstances shall BNY Delaware Wilmington Savings Fund Society be personally liable for the payment of any indebtedness or expenses of the Issuing Entity or Grantor Trust, as applicable, Borrower or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity or Grantor Trust, as applicable, Borrower under this Agreement or any other related documents. Notwithstanding any provision to the contrary contained herein, this provision does not affect the duties and liabilities of Wilmington Savings Fund Society as set forth in the Borrower Trust Agreement. The foregoing does not affect (i) the obligation of the Borrower to perform its covenants either expressed or implied contained herein or to pay any indebtedness or expenses of the Borrower or (ii) the liability of the Borrower for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower under this Agreement or any other related documents.

Concerning the Owner Trustee. It The Bank is expressly understood and agreed by the parties hereto that (a) entering into this Agreement is executed and delivered by BNY Mellon Trust of Delaware (“BNY Delaware”), not individually or personally but Lease solely as Owner Trustee of under the Issuing Entity Trust Agreement and Grantor Trust Trustee of the Grantor Trustnot in its individual capacity. Accordingly, except as otherwise expressly set forth herein or in the exercise of the powers and authority conferred and vested in itother Transaction Documents, (b) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, Owner Trustee as applicable, the Lessor is made and intended not as a personal representationsrepresentation, undertakings and agreements warranty, undertaking or agreement by BNY Delaware or for the purpose or with the intention of binding the Bank personally, but is made and intended for the purpose of binding only the Issuing Entity Trust Estate; this Lease is executed and delivered by the Owner Trustee solely in the exercise of the powers expressly conferred upon it as trustee under the Trust Agreement; and no personal liability or Grantor Trustresponsibility is assumed hereunder by or shall at any time be enforceable against the Bank, as applicableor any successor in trust on account of any action taken or omitted to be taken or any representation, (c) nothing herein contained shall be construed as creating any liability on BNY Delawarewarranty, individually undertaking or personallyagreement hereunder of the Owner Trustee, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicableimplied, all such personal liability, if any, being expressly waived by the parties hereto and by Lessee, except that the Lessee or any Person claiming acting by, through or under the parties heretoit, (d) BNY Delaware has made no investigation as making a claim hereunder, may look to the accuracy Trust Estate for satisfaction of the same and the Bank or completeness of any representations and warranties made by the Issuing Entity or Grantor Trustits successor in trust, as applicable, in this Agreement and (e) under no circumstances shall BNY Delaware be personally liable for its own gross negligence or willful misconduct (or negligence, in the payment of any indebtedness or expenses case of the Issuing Entity handling, holding and transfer of funds), in the performance of its duties as Owner Trustee or Grantor Trustotherwise. If a successor owner trustee is appointed in accordance with the terms of the Trust Agreement, as applicablesuch successor owner trustee, or without any further act, shall succeed to all the rights, duties, immunities and obligations of the Owner Trustee hereunder and the predecessor owner trustee shall be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity or Grantor Trust, as applicable, under this Agreementreleased from all further duties and obligations hereunder.

Concerning the Owner Trustee. It By executing a signature page to this Indenture, the Grantor Trust is expressly understood agreeing solely to GRANTING CLAUSE SECOND of this Indenture. WTNA is executing on behalf of the Grantor Trust solely in its capacity as Owner Trustee of the Grantor Trust and agreed by the not in its individual or personal capacity. The parties hereto hereby acknowledge and agree that (a) this Agreement Indenture is executed and delivered by BNY Mellon Trust of Delaware (“BNY Delaware”)WTNA, not individually or personally but solely as Owner Trustee of the Issuing Entity and Grantor Trust Trustee owner trustee of the Grantor Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity Grantor Trust or Grantor Trust, as applicable, the Owner Trustee is made and intended not as a personal representationsrepresentation, undertakings undertaking and agreements agreement by BNY Delaware WTNA but is made and intended for the purpose of binding only the Issuing Entity or Grantor Trust, as applicable, (c) nothing herein contained shall be construed as creating any liability on BNY DelawareWTNA, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity Grantor Trust or the Grantor Trust, respectively, as applicableOwner Trustee, all such liability, if any, being expressly waived by the parties each party hereto on behalf of itself and by any Person claiming by, through or under the parties heretoit, (d) BNY Delaware WTNA has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuing Entity Grantor Trust or Grantor Trust, as applicable, the Owner Trustee in this Agreement Indenture and (e) under no circumstances shall BNY Delaware WTNA be personally liable 4866-9982-4145.5 for the payment of any indebtedness or expenses of the Issuing Entity Grantor Trust or Grantor Trust, as applicable, the Owner Trustee or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity Grantor Trust or Grantor Trust, as applicable, the Owner Trustee under this AgreementIndenture or any other related documents.

Concerning the Owner Trustee. (i) It is expressly understood and agreed by the parties hereto that (a) this Agreement Amendment is executed and delivered by BNY Mellon Trust of Delaware (“BNY Delaware”)Wilmington Trust, National Association, not individually or personally but solely as Owner Trustee owner trustee of the Issuing Entity and Grantor Trust Trustee of the Grantor TrustIssuer, in the exercise of the powers and authority conferred and vested in itit pursuant to the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, as applicable, Issuer is made and intended not as personal representations, undertakings and agreements by BNY Delaware Wilmington Trust, National Association, but is made and intended for the purpose of binding only the Issuing Entity or Grantor Trust, as applicableIssuer, (c) nothing herein contained shall be construed as creating any liability on BNY DelawareWilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicableherein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, hereto and (d) BNY Delaware has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuing Entity or Grantor Trust, as applicable, in this Agreement and (e) under no circumstances shall BNY Delaware Wilmington Trust, National Association, be personally liable for the payment of any indebtedness or expenses of the Issuing Entity or Grantor Trust, as applicable, Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity Issuer under this Amendment or Grantor Trustany other related documents. (ii) The Transferor, as applicableEquity Certificateholder, hereby authorizes, empowers and directs the Owner Trustee, in the name and on behalf of the Issuer, to execute and deliver this Amendment and each other document, instrument or writing (including, without limitation, any Issuer Order) as may be necessary or convenient in connection with the transactions contemplated hereby. The Transferor, as Equity Certificateholder, hereby waives any notice in connection with the foregoing and hereby certifies and confirms that (x) it is the sole Equity Certificateholder, (y) the foregoing direction and actions are necessary, suitable, or convenient in connection with the matters described in Section 2.03 of the Trust Agreement, and do not violate or conflict with, are not contrary to, are contemplated and authorized by, and are consistent and in accordance and compliance with the Trust Agreement, the Note Purchase Agreement and the Transaction Documents and the obligations of the Issuer and the Owner Trustee under this the Trust Agreement, the Note Purchase Agreement and the Transaction Documents, and (z) the foregoing direction and the execution and delivery of such documents are covered by the indemnifications provided under the Trust Agreement.

Concerning the Owner Trustee. (a) It is expressly understood and agreed by the parties hereto that (a) this Agreement Amendment is executed and delivered by BNY Mellon Trust of Delaware (“BNY Delaware”)Wilmington Trust, National Association, not individually or personally but solely as Owner Trustee owner trustee of the Issuing Entity and Grantor Trust Trustee of the Grantor TrustIssuer, in the exercise of the powers and authority conferred and vested in itit pursuant to the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, as applicable, Issuer is made and intended not as personal representations, undertakings and agreements by BNY Delaware Wilmington Trust, National Association, but is made and intended for the purpose of binding only the Issuing Entity or Grantor Trust, as applicableIssuer, (c) nothing herein contained shall be construed as creating any liability on BNY DelawareWilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicableherein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, hereto and (d) BNY Delaware has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuing Entity or Grantor Trust, as applicable, in this Agreement and (e) under no circumstances shall BNY Delaware Wilmington Trust, National Association, be personally liable for the payment of any indebtedness or expenses of the Issuing Entity or Grantor Trust, as applicable, Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity Issuer under this Amendment or Grantor Trustany other related documents. (b) The Transferor, as applicableEquity Certificateholder, hereby authorizes, empowers and directs the Owner Trustee, in the name and on behalf of the Issuer, to execute and deliver this Amendment and each other document, instrument or writing (including, without limitation, any Issuer Order) as may be necessary or convenient in connection with the transactions contemplated hereby. The Transferor, as Equity Certificateholder, hereby waives any notice in connection with the foregoing and hereby certifies and confirms that (x) it is the sole Equity Certificateholder, (y) the foregoing direction and actions are necessary, suitable, or convenient in connection with the matters described in Section 2.03 of the Trust Agreement, and do not violate or conflict with, are not contrary to, are contemplated and authorized by, and are consistent and in accordance and compliance with the Trust Agreement, the Note Purchase Agreement and the Transaction Documents and the obligations of the Issuer and the Owner Trustee under this the Trust Agreement, the Note Purchase Agreement and the Transaction Documents, and (z) the foregoing direction and the execution and delivery of such documents are covered by the indemnifications provided under the Trust Agreement.

Concerning the Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Agreement document is executed and delivered by BNY Mellon Trust of Delaware (“BNY Delaware”)Wilmington Savings Fund Society, not individually or personally personally, but solely as Owner Trustee of for the Issuing Entity and Grantor Trust Trustee of the Grantor TrustBorrower, in the exercise of the powers and authority conferred and vested in it, pursuant to the Borrower Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, as applicable, Borrower is made and intended not as personal representations, undertakings and agreements by BNY Delaware Wilmington Savings Fund Society but is made and intended for the purpose of binding only the Issuing Entity or Grantor Trust, as applicableBorrower, (c) and except for malfeasance or gross violation of its fiduciary duties as owner trustee (i) nothing herein contained shall be construed as creating any liability on BNY DelawareWilmington Savings Fund Society, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicableherein, 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, (dii) BNY Delaware Wilmington Savings Fund Society has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuing Entity or Grantor Trust, as applicable, Borrower in this Agreement and (eiii) under no circumstances shall BNY Delaware Wilmington Savings Fund Society be personally liable for the payment of any indebtedness or expenses of the Issuing Entity or Grantor Trust, as applicable, Borrower or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity or Grantor Trust, as applicable, Borrower under this Agreement or any other related documents. Notwithstanding any provision to the contrary contained herein, this provision does not affect the duties and liabilities of Wilmington Savings Fund Society as set forth in the Borrower Trust Agreement. The foregoing does not affect (i) the obligation of the Borrower to perform its covenants either expressed or implied contained herein or to pay any indebtedness or expenses of the Borrower or (ii) the liability of the Borrower for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower under this Agreement or any other related documents.

Concerning the Owner Trustee. It is expressly understood and agreed by the The parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement Amendment is executed and delivered by BNY Mellon Trust of Delaware (“BNY Delaware”)Wilmington Savings Fund Society, not individually or personally but solely as Owner Trustee of the Issuing Entity and Grantor Trust Trustee of the Grantor Trusttrustee, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, covenants, undertakings and agreements herein made on the part of the Issuing Entity Trustee or Grantor Trust, as applicable, Trust is made and intended not as a personal representationsrepresentation, undertakings undertaking and agreements agreement by BNY Delaware Wilmington Savings Fund Society, but is made and intended for the purpose of binding only the Issuing Entity Trust or Grantor TrustTrustee, in its capacity as applicablesuch, (c) nothing herein contained shall be construed as creating any liability on BNY DelawareWilmington Savings Fund Society, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicableherein, 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, (d) BNY Delaware Wilmington Savings Fund Society has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuing Entity Trust or Grantor Trust, as applicable, Trustee or any other party in this Agreement Amendment and (e) under no circumstances shall BNY Delaware Wilmington Savings Fund Society be personally liable for the payment of any indebtedness or expenses of the Issuing Entity Trust or Grantor Trust, as applicable, Trustee or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any) representation, warranty or covenant made or undertaken by the Issuing Entity Trust or Grantor Trust, as applicable, Trustee under this AgreementAmendment or any other related documents.

Concerning the Owner Trustee. It is expressly understood Anything herein to the contrary notwithstanding, all and agreed by the parties hereto that (a) this Agreement is executed and delivered by BNY Mellon Trust of Delaware (“BNY Delaware”), not individually or personally but solely as Owner Trustee of the Issuing Entity and Grantor Trust Trustee of the Grantor Trust, 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 OT or the Issuing Entity or Grantor Trust, as applicable, is Owner Trustee are made and intended not as personal representations, undertakings and agreements by BNY Delaware OT for the purpose or with the intention of binding it personally, but is are made and intended for the purpose of binding only the Issuing Entity or Grantor TrustTrust Estate, as applicable, (c) nothing herein contained shall be construed as creating any liability on BNY Delaware, individually or personally, to perform any covenant either expressed or implied contained herein and this Supplemental Indenture No. 2 is executed and delivered by the Owner Trustee solely in the exercise of the Issuing Entity powers expressly conferred upon it as trustee under the Trust Agreement; and no personal liability or responsibility is assumed hereunder by or shall at any time be enforceable against OT or any successor in trust personally or the Grantor TrustOwner Participant on account of any agreements hereunder of the Owner Trustee, respectively, as applicableeither express or implied, all such personal liability, if any, being expressly waived by the parties hereto Indenture Trustee and the Holders and by any Person all Persons claiming by, through or under the parties heretoIndenture Trustee and the Holders; PROVIDED, (d) BNY Delaware has made no investigation as HOWEVER, that OT shall be liable hereunder for its own gross negligence or willful misconduct. If a successor owner trustee is appointed in accordance with the terms of the Trust Agreement, such successor owner trustee shall, without any further act, succeed to all the accuracy rights, duties immunities and obligations of the Owner Trustee hereunder, and its predecessor owner trustee and the Owner Trustee in its individual capacity shall be released from all further duties and obligations hereunder, without prejudice to any claims against the Owner Trustee in its individual capacity or completeness of the Owner Trustee for any representations and warranties made default by the Issuing Entity Owner Trustee in its individual capacity or Grantor Trustthe Owner Trustee, as applicablerespectively, in this Agreement and (e) under no circumstances shall BNY Delaware be personally liable for the payment performance of any indebtedness or expenses of the Issuing Entity or Grantor Trust, as applicable, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity or Grantor Trust, as applicable, under this Agreementits obligations hereunder prior to such appointment.