Dual Capacity. The parties expressly acknowledge and consent to Wilmington Trust acting in the dual capacity of Owner Trustee and in the capacity of Grantor Trust Trustee. Wilmington Trust may, in such dual capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles or other breach of duties to the extent that any such conflict of interest or breach of duty arises from the performance by Wilmington Trust of its express duties set forth in the Transaction Documents in any of such capacities, all of which defenses, claims or assertions as it relates to such conflict of interest or breach of duty, are hereby expressly waived by the other parties hereto, except in the case of gross negligence, willful misconduct or bad faith by Wilmington Trust. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written. WILMINGTON TRUST, NATIONAL ASSOCIATION, as Grantor Trust Trustee By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Acknowledged and Agreed with respect to Sections 8.1 and 8.2: BRIDGECREST ACCEPTANCE CORPORATION, as Servicer By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Treasurer NUMBER R-______ THIS GRANTOR TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. THIS GRANTOR TRUST CERTIFICATE IS NOT NEGOTIABLE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SOLE GRANTOR TRUST CERTIFICATEHOLDER SHALL BE THE GRANTOR TRUST SELLER. THE HOLDER OF THIS GRANTOR TRUST CERTIFICATE REPRESENTS AND WARRANTS THAT IT IS A “UNITED STATES PERSON” AS DEFINED IN SECTION 7701(a)(30) OF THE CODE AND WILL PROVIDE THE UNDERLYING TRUST AND ANY RELEVANT INTERMEDIARY WITH A CORRECT, COMPLETE AND PROPERLY EXECUTED INTERNAL REVENUE SERVICE FORM W-9 (OR APPLICABLE SUCCESSOR FORM). IF THE HOLDER OF THIS GRANTOR TRUST CERTIFICATE (OTHER THAN THE INITIAL HOLDER) FAILS TO PROVIDE THE UNDERLYING TRUST AND ANY RELEVANT INTERMEDIARY WITH THE PROPERLY COMPLETED AND SIGNED TAX CERTIFICATIONS SPECIFIED ABOVE, THE ACQUISITION OF ITS INTEREST IN THIS GRANTOR TRUST CERTIFICATE SHALL BE VOID AB INITIO. THIS CERTIFIES THAT _______________________________ is the registered owner of a ___% nonassessable, fully-paid, Grantor Trust Percentage Interest in the Grantor Trust Estate of BRIDGECREST LENDING AUTO SECURITIZATION GRANTOR TRUST 2024-3, a Delaware statutory trust (the “Grantor Trust”) formed by BRIDGECREST LENDING AUTO SECURITIZATION TRUST 2024-3, a Delaware statutory trust, as depositor (the “Grantor Trust Seller ”). The Grantor Trust was created pursuant to a trust agreement dated as of December 22, 2023 (as amended and restated as of July 24, 2024, the “Grantor Trust Agreement”), between the Grantor Trust Seller and Wilmington Trust, National Association, as grantor trust trustee (the “Grantor Trust Trustee”), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Sale and Servicing Agreement, dated as of July 24, 2024, between the Grantor Trust Seller, the Grantor Trust, Bridgecrest Auto Funding LLC, as seller, Bridgecrest Acceptance Corporation, as Servicer, and Computershare Trust Company, National Association, as Standby Servicer and as Indenture Trustee, as the same may be amended or supplemented from time to time. This Grantor Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Grantor Trust Agreement, to which Grantor Trust Agreement the holder of this Grantor Trust Certificate by virtue of the acceptance hereof assents and by which such holder is bound. The provisions and conditions of the Grantor Trust Agreement are hereby incorporated by reference as though set forth in their entirety herein. By accepting this Grantor Trust Certificate, the Grantor Trust Certificateholder hereby covenants and agrees that prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy Remote Parties (i) such party shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other Proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of, its creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such party shall not commence, join or institute, with any other Person, any Proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, arrangement, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. It is the intention of the parties to the Grantor Trust Agreement that, solely for United States federal income or state and local income, franchise and value added tax purposes, the Grantor Trust will be a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code. By accepting this Grantor Trust Certificate, the Grantor Trust Certificateholder agrees to take no action inconsistent with the foregoing intended tax treatment. By accepting this Grantor Trust Certificate, the Grantor Trust Certificateholder acknowledges that this Grantor Trust Certificate represents a Grantor Trust Percentage Interest in the Grantor Trust only and does not represent interests in or obligations of the Grantor Trust Seller, the Servicer, the Administrator, the Grantor Trust Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated in this Grantor Trust Certificate, the Grantor Trust Agreement or any other Transaction Document. This Grantor Trust Certificate has been executed by Wilmington Trust, National Association, not in its individual capacity, but solely in its capacity as Grantor Trust Trustee, and in no event shall Wilmington Trust, National Association in its individual capacity or as Grantor Trust Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Grantor Trust or any other Person hereunder or other documents delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Grantor Trust. For all purposes of this Grantor Trust Certificate, in the performance of any duties or obligations of the Grantor Trust Trustee hereunder, the Grantor Trust Trustee shall be entitled to the benefits of the terms and provisions of the Trust Agreement.
Appears in 1 contract
Samples: Trust Agreement (Bridgecrest Lending Auto Securitization Trust 2024-3)
Dual Capacity. The parties expressly acknowledge and consent to Wilmington Trust acting in the dual capacity of Owner Trustee and in the capacity of Grantor Trust Trustee. Wilmington Trust may, in such dual capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles or other breach of duties to the extent that any such conflict of interest or breach of duty arises from the performance by Wilmington Trust of its express duties set forth in the Transaction Documents in any of such capacities, all of which defenses, claims or assertions as it relates to such conflict of interest or breach of duty, are hereby expressly waived by the other parties hereto, except in the case of gross negligence, willful misconduct or bad faith by Wilmington Trust. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written. WILMINGTON TRUST, NATIONAL ASSOCIATION, as Grantor Trust Trustee By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Name: Title: Acknowledged and Agreed with Agreed: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee, Certificate Registrar and Certificate Paying Agent By: Name: Title: respect to Sections 8.1 and 8.2: BRIDGECREST ACCEPTANCE CORPORATION, as Servicer By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Treasurer NUMBER R-______ [UNLESS THIS GRANTOR CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] THIS CERTIFICATE IS NOT NEGOTIABLE. THIS CERTIFICATE OR ANY INTEREST HEREIN HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND THE ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A) (1) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QUALIFIED INSTITUTIONAL BUYER”) WHO IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) TO THE DEPOSITOR OR ANY OTHER OF ITS AFFILIATES AND BY THE DEPOSITOR OR ANY OF ITS AFFILIATES AS PART OF THE INITIAL DISTRIBUTION OR ANY REDISTRIBUTION OF THE CERTIFICATES BY THE DEPOSITOR OR ANY OF ITS AFFILIATES AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR UNITED STATES AND ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWSJURISDICTION. EACH PURCHASER WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE TRUST AGREEMENT. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, PURSUANT WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. THIS GRANTOR TRUST CERTIFICATE IS NOT NEGOTIABLE. TRANSFER ANY RIGHTS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWTRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE SOLE GRANTOR TRUST CERTIFICATEHOLDER SHALL BE OWNER TRUSTEE, OR ANY INTERMEDIARY. IF AT ANY TIME, THE GRANTOR TRUST SELLER. ISSUER DETERMINES OR IS NOTIFIED THAT THE HOLDER OF SUCH CERTIFICATE OR PERCENTAGE INTEREST IN SUCH CERTIFICATE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE TRUST AGREEMENT, THE ISSUER AND THE OWNER TRUSTEE MAY CONSIDER THE ACQUISITION OF THIS GRANTOR TRUST CERTIFICATE REPRESENTS OR SUCH INTEREST IN SUCH CERTIFICATE VOID, AND WARRANTS THE ISSUER MAY REQUIRE THAT IT THIS CERTIFICATE OR SUCH INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER. BY ACQUIRING THIS CERTIFICATE (OR INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO REPRESENT AND WARRANT THAT SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING AND WILL NOT HOLD THIS CERTIFICATE (OR INTEREST HEREIN) ON BEHALF OF OR WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“UNITED STATES PERSONERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 7701(a)(303(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE CODE, OR AN ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. EACH PURCHASER OR TRANSFEREE WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE TRUST AGREEMENT. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL PROVIDE THE UNDERLYING TRUST BE OF NO FORCE AND ANY RELEVANT INTERMEDIARY WITH A CORRECTEFFECT, COMPLETE AND PROPERLY EXECUTED INTERNAL REVENUE SERVICE FORM W-9 (OR APPLICABLE SUCCESSOR FORM). IF THE HOLDER OF THIS GRANTOR TRUST CERTIFICATE (OTHER THAN THE INITIAL HOLDER) FAILS TO PROVIDE THE UNDERLYING TRUST AND ANY RELEVANT INTERMEDIARY WITH THE PROPERLY COMPLETED AND SIGNED TAX CERTIFICATIONS SPECIFIED ABOVE, THE ACQUISITION OF ITS INTEREST IN THIS GRANTOR TRUST CERTIFICATE SHALL WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE PURCHASER OR TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE OWNER TRUSTEE, OR ANY INTERMEDIARY. IF AT ANY TIME, THE ISSUER DETERMINES OR IS NOTIFIED THAT THE PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE OR BENEFICIAL INTEREST IN SUCH CERTIFICATE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE TRUST AGREEMENT, THE CERTIFICATE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE ISSUER AND THE OWNER TRUSTEE MAY CONSIDER THE ACQUISITION OF THIS CERTIFICATE OR SUCH INTEREST IN SUCH CERTIFICATE VOID, AND THE ISSUER MAY REQUIRE THAT THIS CERTIFICATE OR SUCH INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER. TRANSFERS OF THIS CERTIFICATE MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST AGREEMENT. EACH PURCHASER OR TRANSFEREE OF THIS CERTIFICATE (OR INTEREST HEREIN) WILL BE REQUIRED TO PROVIDE TO THE OWNER TRUSTEE, THE ADMINISTRATOR, THE INDENTURE TRUSTEE AND THE CERTIFICATE PAYING AGENT A CERTIFICATION OF NON-FOREIGN STATUS (E.G., IRS FORM W-9), SIGNED UNDER PENALTIES OF PERJURY, OR OTHER INFORMATION OR DOCUMENTATION REQUESTED BY THE OWNER TRUSTEE, THE ADMINISTRATOR, THE INDENTURE TRUSTEE OR THE CERTIFICATE PAYING AGENT TO DETERMINE THAT PAYMENTS ON THIS CERTIFICATE WILL NOT BE SUBJECT TO WITHHOLDING UNDER U.S. TAX LAW, [TO ENABLE THE ISSUER TO QUALIFY FOR A REDUCED RATE OF WITHHOLDING IN ANY JURISDICTION FROM OR THROUGH WHICH THE ISSUER RECEIVES PAYMENTS ON ITS ASSETS, OR TO ENABLE THE OWNER TRUSTEE, THE ADMINISTRATOR, THE INDENTURE TRUSTEE AND THE CERTIFICATE PAYING AGENT TO SATISFY ANY REPORTING OR OTHER OBLIGATIONS UNDER ANY APPLICABLE TAX LAW (INCLUDING FATCA)]. [THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $5,000 AND INTEGRAL MULTIPLES OF $1 IN EXCESS THEREOF. NO DISTRIBUTIONS OF MONEYS TO THE CERTIFICATEHOLDERS UNDER THE TRANSACTION DOCUMENTS SHALL BE DEEMED TO REDUCE THE NOMINAL PRINCIPAL AMOUNT OF ANY CERTIFICATE PRIOR TO PAYMENT IN FULL OF ALL OUTSTANDING NOTES; PROVIDED, THAT THE FINAL AGGREGATE $100,000 DISTRIBUTED TO THE CERTIFICATEHOLDERS UNDER THE TRANSACTION DOCUMENTS UPON FINAL DISTRIBUTION OF THE TRUST ESTATE AND TERMINATION OF THE ISSUER SHALL BE DEEMED TO REPAY THE AGGREGATE NOMINAL PRINCIPAL AMOUNT OF THE CERTIFICATES IN FULL; PROVIDED, FURTHER, THAT ANY FAILURE TO PAY IN FULL THE OUTSTANDING PRINCIPAL BALANCE OF A CERTIFICATE ON SUCH FINAL DISTRIBUTION DATE SHALL NOT RESULT IN A CLAIM AGAINST OR LIABILITY OF ANY PERSON FOR SUCH SHORTFALL.] THIS CERTIFIES THAT _______________________________ is the registered owner of a ___% nonassessable, fully-paid, Grantor Trust Percentage Interest in the Grantor Trust Estate of BRIDGECREST LENDING AUTO SECURITIZATION GRANTOR TRUST 2024Bridgecrest Lending Auto Securitization Trust 2023-31, a Delaware statutory trust (the “Grantor TrustIssuer”) formed by BRIDGECREST LENDING AUTO SECURITIZATION TRUST 2024-3Bridgecrest Auto Funding LLC, a Delaware statutory trustlimited liability company, as depositor (the “Grantor Trust Seller Depositor ”). The Grantor Trust Issuer was created pursuant to a trust agreement dated as of December 22August 25, 2023 (as amended and restated as of July 24October 25, 20242023, the “Grantor Trust Agreement”), between the Grantor Trust Seller Depositor and Wilmington Trust, National Association, as grantor trust owner trustee (the “Grantor Trust Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Sale and Servicing Agreement, dated as of July 24October 25, 20242023, between the Grantor Trust SellerDepositor, as seller, the Issuer, the Grantor Trust, Bridgecrest Auto Funding LLC, as seller, Bridgecrest Acceptance Corporation, as Servicer, and Computershare Trust Company, National Association, as Standby Servicer and as Indenture Trustee, as the same may be amended or supplemented from time to time. This Grantor Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Grantor Trust Agreement, to which Grantor Trust Agreement the holder of this Grantor Trust Certificate by virtue of the acceptance hereof assents and by which such holder is bound. The provisions and conditions of the Grantor Trust Agreement are hereby incorporated by reference as though set forth in their entirety herein. The holder of this Certificate acknowledges and agrees that its rights to receive distributions in respect of this Certificate are subordinated to the rights of the Noteholders as described in the Indenture, the Sale and Servicing Agreement and the Trust Agreement, as applicable. By accepting this Grantor Trust Certificate, the Grantor Trust Certificateholder hereby covenants and agrees that prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy Remote Parties (i) such party shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other Proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of, its creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such party shall not commence, join or institute, with any other Person, any Proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, arrangement, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. By acquiring this Certificate (or interest herein), each purchaser and transferee (and if the purchaser or transferee is a Plan, its fiduciary) is deemed to represent and warrant that such purchaser or transferee is not acquiring this Certificate on behalf of or with the assets of a Benefit Plan or a Plan that is subject to Similar Law. It is the intention of the parties to the Grantor Trust Agreement that, solely for United States federal income or state and local income, franchise and value added tax purposes, (i) the Grantor Trust Issuer will be a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code; and (ii) the Notes will be characterized as debt. By accepting this Grantor Trust Certificate, the Grantor Trust Certificateholder agrees to take no action inconsistent with the foregoing intended tax treatment. By accepting this Grantor Trust Certificate, the Grantor Trust Certificateholder acknowledges that this Grantor Trust Certificate represents a Grantor Trust Percentage Interest in the Grantor Trust Issuer only and does not represent interests in or obligations of the Grantor Trust SellerDepositor, the Servicer, the Administrator, the Grantor Trust, the Grantor Trust Trustee, the Owner Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated in this Grantor Trust Certificate, the Grantor Trust Agreement or any other Transaction Document. This Grantor Trust Certificate has been executed by Wilmington Trust, National Association, not in its individual capacity, capacity but solely in its capacity as Grantor Trust Trustee, Owner Trustee of the Issuer and in no event shall Wilmington Trust, National Association Association, in its individual capacity or as Grantor Trust Owner Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Grantor Trust Issuer or any other Person hereunder or other documents delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Grantor TrustIssuer. For all purposes of this Grantor Trust Certificate, in the performance of any duties or obligations of the Grantor Trust Owner Trustee hereunder, the Grantor Trust Owner Trustee shall be entitled to the benefits of the terms and provisions of the Trust Agreement.. IN WITNESS WHEREOF, the Issuer has caused this Certificate to be duly executed. By: Wilmington Trust, National Association, not in its individual capacity, but solely as Owner Trustee By: Name: Title: This is the Certificate referred to in the within-mentioned Trust Agreement. COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar By: Name: Title: FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITYOR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or type name and address, including postal zip code, of assignee)
Appears in 1 contract
Samples: Trust Agreement (Bridgecrest Lending Auto Securitization Trust 2023-1)
Dual Capacity. The parties expressly acknowledge and consent to Wilmington Trust acting in the dual capacity of Owner Trustee and in the capacity of Grantor Trust Trustee. Wilmington Trust may, in such dual capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles or other breach of duties to the extent that any such conflict of interest or breach of duty arises from the performance by Wilmington Trust of its express duties set forth in the Transaction Documents in any of such capacities, all of which defenses, claims or assertions as it relates to such conflict of interest or breach of duty, are hereby expressly waived by the other parties hereto, except in the case of gross negligence, willful misconduct or bad faith by Wilmington Trust. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written. WILMINGTON TRUST, NATIONAL ASSOCIATION, as Grantor Trust Trustee By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Acknowledged and Agreed with respect to Sections 8.1 and 8.2: BRIDGECREST ACCEPTANCE CORPORATION, as Servicer By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Treasurer NUMBER R-______ THIS GRANTOR TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. THIS GRANTOR TRUST CERTIFICATE IS NOT NEGOTIABLE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SOLE GRANTOR TRUST CERTIFICATEHOLDER SHALL BE THE GRANTOR TRUST SELLER. THE HOLDER OF THIS GRANTOR TRUST CERTIFICATE REPRESENTS AND WARRANTS THAT IT IS A “UNITED STATES PERSON” AS DEFINED IN SECTION 7701(a)(30) OF THE CODE AND WILL PROVIDE THE UNDERLYING TRUST AND ANY RELEVANT INTERMEDIARY WITH A CORRECT, COMPLETE AND PROPERLY EXECUTED INTERNAL REVENUE SERVICE FORM W-9 (OR APPLICABLE SUCCESSOR FORM). IF THE HOLDER OF THIS GRANTOR TRUST CERTIFICATE (OTHER THAN THE INITIAL HOLDER) FAILS TO PROVIDE THE UNDERLYING TRUST AND ANY RELEVANT INTERMEDIARY WITH THE PROPERLY COMPLETED AND SIGNED TAX CERTIFICATIONS SPECIFIED ABOVE, THE ACQUISITION OF ITS INTEREST IN THIS GRANTOR TRUST CERTIFICATE SHALL BE VOID AB INITIO. THIS CERTIFIES THAT _______________________________ is the registered owner of a ___% nonassessable, fully-paid, Grantor Trust Percentage Interest in the Grantor Trust Estate of BRIDGECREST LENDING AUTO SECURITIZATION GRANTOR TRUST 2024-3, a Delaware statutory trust (the “Grantor Trust”) formed by BRIDGECREST LENDING AUTO SECURITIZATION TRUST 2024-3, a Delaware statutory trust, as depositor (the “Grantor Trust Seller ”). The Grantor Trust was created pursuant to a trust agreement dated as of December 22, 2023 (as amended and restated as of July 24, 2024, the “Grantor Trust Agreement”), between the Grantor Trust Seller and Wilmington Trust, National Association, as grantor trust trustee (the “Grantor Trust Trustee”), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Sale and Servicing Agreement, dated as of July 24, 2024, between the Grantor Trust Seller, the Grantor Trust, Bridgecrest Auto Funding LLC, as seller, Bridgecrest Acceptance Corporation, as Servicer, and Computershare Trust Company, National Association, as Standby Servicer and as Indenture Trustee, as the same may be amended or supplemented from time to time. This Grantor Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Grantor Trust Agreement, to which Grantor Trust Agreement the holder of this Grantor Trust Certificate by virtue of the acceptance hereof assents and by which such holder is bound. The provisions and conditions of the Grantor Trust Agreement are hereby incorporated by reference as though set forth in their entirety herein. By accepting this Grantor Trust Certificate, the Grantor Trust Certificateholder hereby covenants and agrees that prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy Remote Parties (i) such party shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other Proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of, its creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such party shall not commence, join or institute, with any other Person, any Proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, arrangement, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. It is the intention of the parties to the Grantor Trust Agreement that, solely for United States federal income or state and local income, franchise and value added tax purposes, the Grantor Trust will be a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code. By accepting this Grantor Trust Certificate, the Grantor Trust Certificateholder agrees to take no action inconsistent with the foregoing intended tax treatment. By accepting this Grantor Trust Certificate, the Grantor Trust Certificateholder acknowledges that this Grantor Trust Certificate represents a Grantor Trust Percentage Interest in the Grantor Trust only and does not represent interests in or obligations of the Grantor Trust Seller, the Servicer, the Administrator, the Grantor Trust Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated in this Grantor Trust Certificate, the Grantor Trust Agreement or any other Transaction Document. This Grantor Trust Certificate has been executed by Wilmington Trust, National Association, not in its individual capacity, but solely in its capacity as Grantor Trust Trustee, and in no event shall Wilmington Trust, National Association in its individual capacity or as Grantor Trust Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Grantor Trust or any other Person hereunder or other documents delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Grantor Trust. For all purposes of this Grantor Trust Certificate, in the performance of any duties or obligations of the Grantor Trust Trustee hereunder, the Grantor Trust Trustee shall be entitled to the benefits of the terms and provisions of the Trust Agreement.
Appears in 1 contract
Samples: Trust Agreement (Bridgecrest Lending Auto Securitization Trust 2024-3)
Dual Capacity. The parties expressly acknowledge and consent to Wilmington Trust acting in the dual capacity of Owner Trustee and in the capacity of Grantor Trust Trustee. Wilmington Trust may, in such dual capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles or other breach of duties to the extent that any such conflict of interest or breach of duty arises from the performance by Wilmington Trust of its express duties set forth in the Transaction Documents in any of such capacities, all of which defenses, claims or assertions as it relates to such conflict of interest or breach of duty, are hereby expressly waived by the other parties hereto, except in the case of gross negligence, willful misconduct or bad faith by Wilmington Trust. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written. WILMINGTON TRUST, NATIONAL ASSOCIATION, as Grantor Trust Owner Trustee By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Wilmington Trust/s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President Acknowledged and Agreed: COMPUTERSHARE TRUST COMPANY, National AssociationNATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee Indenture Trustee, Certificate Registrar and Certificate Paying Agent By: /s/ Xxxxxxx X. Xxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxx X. Xxxxxx Title: Vice President Acknowledged and Agreed with respect to Sections 8.1 and 8.2: BRIDGECREST ACCEPTANCE CORPORATION, as Servicer By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Treasurer NUMBER R-______ [UNLESS THIS GRANTOR CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] THIS CERTIFICATE IS NOT NEGOTIABLE. THIS CERTIFICATE OR ANY INTEREST HEREIN HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND THE ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A) (1) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QUALIFIED INSTITUTIONAL BUYER”) WHO IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) TO THE DEPOSITOR OR ANY OTHER OF ITS AFFILIATES AND BY THE DEPOSITOR OR ANY OF ITS AFFILIATES AS PART OF THE INITIAL DISTRIBUTION OR ANY REDISTRIBUTION OF THE CERTIFICATES BY THE DEPOSITOR OR ANY OF ITS AFFILIATES AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR UNITED STATES AND ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWSJURISDICTION. EACH PURCHASER WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE TRUST AGREEMENT. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, PURSUANT WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. THIS GRANTOR TRUST CERTIFICATE IS NOT NEGOTIABLE. TRANSFER ANY RIGHTS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWTRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE SOLE GRANTOR TRUST CERTIFICATEHOLDER SHALL BE OWNER TRUSTEE, OR ANY INTERMEDIARY. IF AT ANY TIME, THE GRANTOR TRUST SELLER. ISSUER DETERMINES OR IS NOTIFIED THAT THE HOLDER OF SUCH CERTIFICATE OR PERCENTAGE INTEREST IN SUCH CERTIFICATE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE TRUST AGREEMENT, THE ISSUER AND THE OWNER TRUSTEE MAY CONSIDER THE ACQUISITION OF THIS GRANTOR TRUST CERTIFICATE REPRESENTS OR SUCH INTEREST IN SUCH CERTIFICATE VOID, AND WARRANTS THE ISSUER MAY REQUIRE THAT IT THIS CERTIFICATE OR SUCH INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER. BY ACQUIRING THIS CERTIFICATE (OR INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO REPRESENT AND WARRANT THAT SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING AND WILL NOT HOLD THIS CERTIFICATE (OR INTEREST HEREIN) ON BEHALF OF OR WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“UNITED STATES PERSONERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 7701(a)(303(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE CODE, OR AN ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. EACH PURCHASER OR TRANSFEREE WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE TRUST AGREEMENT. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL PROVIDE THE UNDERLYING TRUST BE OF NO FORCE AND ANY RELEVANT INTERMEDIARY WITH A CORRECTEFFECT, COMPLETE AND PROPERLY EXECUTED INTERNAL REVENUE SERVICE FORM W-9 (OR APPLICABLE SUCCESSOR FORM). IF THE HOLDER OF THIS GRANTOR TRUST CERTIFICATE (OTHER THAN THE INITIAL HOLDER) FAILS TO PROVIDE THE UNDERLYING TRUST AND ANY RELEVANT INTERMEDIARY WITH THE PROPERLY COMPLETED AND SIGNED TAX CERTIFICATIONS SPECIFIED ABOVE, THE ACQUISITION OF ITS INTEREST IN THIS GRANTOR TRUST CERTIFICATE SHALL WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE PURCHASER OR TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE OWNER TRUSTEE, OR ANY INTERMEDIARY. IF AT ANY TIME, THE ISSUER DETERMINES OR IS NOTIFIED THAT THE PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE OR BENEFICIAL INTEREST IN SUCH CERTIFICATE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE TRUST AGREEMENT, THE CERTIFICATE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE ISSUER AND THE OWNER TRUSTEE MAY CONSIDER THE ACQUISITION OF THIS CERTIFICATE OR SUCH INTEREST IN SUCH CERTIFICATE VOID, AND THE ISSUER MAY REQUIRE THAT THIS CERTIFICATE OR SUCH INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER. TRANSFERS OF THIS CERTIFICATE MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST AGREEMENT. EACH PURCHASER OR TRANSFEREE OF THIS CERTIFICATE (OR INTEREST HEREIN) WILL BE REQUIRED TO PROVIDE TO THE OWNER TRUSTEE, THE ADMINISTRATOR, THE INDENTURE TRUSTEE AND THE CERTIFICATE PAYING AGENT A CERTIFICATION OF NON-FOREIGN STATUS (E.G., IRS FORM W-9), SIGNED UNDER PENALTIES OF PERJURY, OR OTHER INFORMATION OR DOCUMENTATION REQUESTED BY THE OWNER TRUSTEE, THE ADMINISTRATOR, THE INDENTURE TRUSTEE OR THE CERTIFICATE PAYING AGENT TO DETERMINE THAT PAYMENTS ON THIS CERTIFICATE WILL NOT BE SUBJECT TO WITHHOLDING UNDER U.S. TAX LAW, [TO ENABLE THE ISSUER TO QUALIFY FOR A REDUCED RATE OF WITHHOLDING IN ANY JURISDICTION FROM OR THROUGH WHICH THE ISSUER RECEIVES PAYMENTS ON ITS ASSETS, OR TO ENABLE THE OWNER TRUSTEE, THE ADMINISTRATOR, THE INDENTURE TRUSTEE AND THE CERTIFICATE PAYING AGENT TO SATISFY ANY REPORTING OR OTHER OBLIGATIONS UNDER ANY APPLICABLE TAX LAW (INCLUDING FATCA)]. [THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $5,000 AND INTEGRAL MULTIPLES OF $1 IN EXCESS THEREOF. NO DISTRIBUTIONS OF MONEYS TO THE CERTIFICATEHOLDERS UNDER THE TRANSACTION DOCUMENTS SHALL BE DEEMED TO REDUCE THE NOMINAL PRINCIPAL AMOUNT OF ANY CERTIFICATE PRIOR TO PAYMENT IN FULL OF ALL OUTSTANDING NOTES; PROVIDED, THAT THE FINAL AGGREGATE $100,000 DISTRIBUTED TO THE CERTIFICATEHOLDERS UNDER THE TRANSACTION DOCUMENTS UPON FINAL DISTRIBUTION OF THE TRUST ESTATE AND TERMINATION OF THE ISSUER SHALL BE DEEMED TO REPAY THE AGGREGATE NOMINAL PRINCIPAL AMOUNT OF THE CERTIFICATES IN FULL; PROVIDED, FURTHER, THAT ANY FAILURE TO PAY IN FULL THE OUTSTANDING PRINCIPAL BALANCE OF A CERTIFICATE ON SUCH FINAL DISTRIBUTION DATE SHALL NOT RESULT IN A CLAIM AGAINST OR LIABILITY OF ANY PERSON FOR SUCH SHORTFALL.] THIS CERTIFIES THAT _______________________________ is the registered owner of a ___% nonassessable, fully-paid, Grantor Trust Percentage Interest in the Grantor Trust Estate of BRIDGECREST LENDING AUTO SECURITIZATION GRANTOR TRUST 2024Bridgecrest Lending Auto Securitization Trust 2023-31, a Delaware statutory trust (the “Grantor TrustIssuer”) formed by BRIDGECREST LENDING AUTO SECURITIZATION TRUST 2024-3Bridgecrest Auto Funding LLC, a Delaware statutory trustlimited liability company, as depositor (the “Grantor Trust Seller Depositor ”). The Grantor Trust Issuer was created pursuant to a trust agreement dated as of December 22August 25, 2023 (as amended and restated as of July 24October 25, 20242023, the “Grantor Trust Agreement”), between the Grantor Trust Seller Depositor and Wilmington Trust, National Association, as grantor trust owner trustee (the “Grantor Trust Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Sale and Servicing Agreement, dated as of July 24October 25, 20242023, between the Grantor Trust SellerDepositor, as seller, the Issuer, the Grantor Trust, Bridgecrest Auto Funding LLC, as seller, Bridgecrest Acceptance Corporation, as Servicer, and Computershare Trust Company, National Association, as Standby Servicer and as Indenture Trustee, as the same may be amended or supplemented from time to time. This Grantor Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Grantor Trust Agreement, to which Grantor Trust Agreement the holder of this Grantor Trust Certificate by virtue of the acceptance hereof assents and by which such holder is bound. The provisions and conditions of the Grantor Trust Agreement are hereby incorporated by reference as though set forth in their entirety herein. The holder of this Certificate acknowledges and agrees that its rights to receive distributions in respect of this Certificate are subordinated to the rights of the Noteholders as described in the Indenture, the Sale and Servicing Agreement and the Trust Agreement, as applicable. By accepting this Grantor Trust Certificate, the Grantor Trust Certificateholder hereby covenants and agrees that prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy Remote Parties (i) such party shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other Proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of, its creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such party shall not commence, join or institute, with any other Person, any Proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, arrangement, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. By acquiring this Certificate (or interest herein), each purchaser and transferee (and if the purchaser or transferee is a Plan, its fiduciary) is deemed to represent and warrant that such purchaser or transferee is not acquiring this Certificate on behalf of or with the assets of a Benefit Plan or a Plan that is subject to Similar Law. It is the intention of the parties to the Grantor Trust Agreement that, solely for United States federal income or state and local income, franchise and value added tax purposes, (i) the Grantor Trust Issuer will be a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code; and (ii) the Notes will be characterized as debt. By accepting this Grantor Trust Certificate, the Grantor Trust Certificateholder agrees to take no action inconsistent with the foregoing intended tax treatment. By accepting this Grantor Trust Certificate, the Grantor Trust Certificateholder acknowledges that this Grantor Trust Certificate represents a Grantor Trust Percentage Interest in the Grantor Trust Issuer only and does not represent interests in or obligations of the Grantor Trust SellerDepositor, the Servicer, the Administrator, the Grantor Trust, the Grantor Trust Trustee, the Owner Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated in this Grantor Trust Certificate, the Grantor Trust Agreement or any other Transaction Document. This Grantor Trust Certificate has been executed by Wilmington Trust, National Association, not in its individual capacity, capacity but solely in its capacity as Grantor Trust Trustee, Owner Trustee of the Issuer and in no event shall Wilmington Trust, National Association Association, in its individual capacity or as Grantor Trust Owner Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Grantor Trust Issuer or any other Person hereunder or other documents delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Grantor TrustIssuer. For all purposes of this Grantor Trust Certificate, in the performance of any duties or obligations of the Grantor Trust Owner Trustee hereunder, the Grantor Trust Owner Trustee shall be entitled to the benefits of the terms and provisions of the Trust Agreement.. IN WITNESS WHEREOF, the Issuer has caused this Certificate to be duly executed. By: Wilmington Trust, National Association, not in its individual capacity, but solely as Owner Trustee By: Name: Title: This is the Certificate referred to in the within-mentioned Trust Agreement. COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar By: Name: Title: FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITYOR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or type name and address, including postal zip code, of assignee)
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Samples: Trust Agreement (Bridgecrest Lending Auto Securitization Trust 2023-1)
