Common use of Information to Be Provided by the Owner Trustee Clause in Contracts

Information to Be Provided by the Owner Trustee. The Owner Trustee shall provide the Seller and the Servicer (each, a “VW Party” and, collectively, the “VW Parties”) with (i) notification, as soon as practicable and in any event within five Business Days, of all demands communicated (other than by a VW Party) to a Responsible Officer of the Owner Trustee for the repurchase or replacement of the beneficial interest in any Transaction Unit pursuant to Section 2.3(c) of the SUBI Sale Agreement and (ii) promptly upon written request by a VW Party, any other information reasonably requested by a VW Party in the Owner Trustee’s possession and that can be provided to the VW Parties without unreasonable effort or expense to facilitate compliance by the VW Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Owner Trustee have (x) any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB or with any VW Parties’ compliance with the Exchange Act or Regulation AB or (y) any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities in respect of the Basic Documents or the transactions contemplated thereby. In no event shall the Owner Trustee be deemed to be a “securitizer” as defined in Section 15Ga of the Exchange Act, nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB. A demand does not include general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warranties.

Information to Be Provided by the Owner Trustee. The Owner Trustee shall provide the Seller and the Servicer (each, a “VW Party” and, collectively, the “VW Parties”) with (i) notification, as soon as practicable and in any event within five Business Days, of all demands communicated (other than by a VW Party) to a Responsible Officer of the Owner Trustee for the repurchase or replacement of the beneficial interest in any Transaction Unit Receivable pursuant to Section 2.3(c) 2.3 of the SUBI Sale and Servicing Agreement or Section 3.3 of the Purchase Agreement, as applicable and (ii) promptly upon written reasonable request by a VW Party, any other information reasonably requested by a VW Party in the Owner Trustee’s possession and that can be provided to the VW Parties without unreasonable effort or expense to facilitate compliance by the VW Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Owner Trustee have (x) any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB or with any VW Parties’ compliance with the Exchange Act or Regulation AB or (y) any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities in respect of the Basic Transaction Documents or the transactions contemplated thereby. In no event shall the Owner Trustee be deemed to be a “securitizer” as defined in Section 15Ga of the Exchange Act, nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB. A demand does not include general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warranties.

Information to Be Provided by the Owner Trustee. (a) The Owner Trustee shall provide the Seller and the Servicer (each, a “VW Party” and, collectively, the “VW Parties”) with (i) notification, as soon as practicable and in any event within five Business Days, of all demands communicated (other than by a VW Party) to a Responsible Officer of the Owner Trustee for the repurchase or replacement of the beneficial interest in any Transaction Unit Receivable pursuant to Section 2.3(c) 2.4 of the SUBI Sale and Servicing Agreement or Section 3.4 of the Purchase Agreement, as applicable and (ii) promptly upon reasonable written request (which may include electronic communications) by a VW Party, any other information reasonably requested by a VW Party in the Owner Trustee’s possession and that can be provided to the VW Parties without unreasonable effort or expense expenses to facilitate compliance by the VW Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) ), 1117, 1119 and 1121(c) of Regulation AB. In no event shall the Owner Trustee have (x) any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB or with any VW Parties’ compliance with the Exchange Act or Regulation AB or (y) any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities in respect of the Basic Transaction Documents or the transactions contemplated thereby. In no event shall the Owner Trustee be deemed to be a “securitizer” as defined in Section 15Ga of the Exchange Act, nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB. A demand does not include general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warranties. (b) The Owner Trustee shall, as promptly as practicable following notice to or discovery by the Owner Trustee of any changes to any information regarding the Owner Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information.

Information to Be Provided by the Owner Trustee. (a) The Owner Trustee shall provide the Seller and the Servicer (each, a “VW Party” and, collectively, the “VW Parties”) with (i) notification, as soon as practicable and in any event within five Business Days, of all demands communicated (other than by a VW Party) to a Responsible Officer of the Owner Trustee for the repurchase or replacement of the beneficial interest in any Transaction Unit Receivable pursuant to Section 2.3(c) 2.3 of the SUBI Sale and Servicing Agreement or Section 3.3 of the Purchase Agreement, as applicable and (ii) promptly upon reasonable written request (which may include electronic communications) by a VW Party, any other information reasonably requested by a VW Party in the Owner Trustee’s possession and that can be provided to the VW Parties without unreasonable effort or expense expenses to facilitate compliance by the VW Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) ), 1117, 1119 and 1121(c) of Regulation AB. In no event shall the Owner Trustee have (x) any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB or with any VW Parties’ compliance with the Exchange Act or Regulation AB or (y) any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities in respect of the Basic Transaction Documents or the transactions contemplated thereby. In no event shall the Owner Trustee be deemed to be a “securitizer” as defined in Section 15Ga of the Exchange Act, nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB. A demand does not include general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warranties. (b) The Owner Trustee shall, as promptly as practicable following notice to or discovery by the Owner Trustee of any changes to any information regarding the Owner Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information.

Information to Be Provided by the Owner Trustee. The Owner Trustee shall provide the Seller Depositor and the Servicer (each, a “VW Transaction Party” and, collectively, the “VW Transaction Parties”) with (i) notification, as soon as practicable and in any event within five Business Days, of all demands communicated (other than by a VW Party) to a Responsible Officer of the Owner Trustee for the repurchase or replacement of the beneficial interest in any Transaction Unit Receivable pursuant to Section 2.3(c) 3.7 of the SUBI Servicing Agreement or Section 3.3 of the Sale Agreement, the First Tier Purchase Agreement, the Second Tier Purchase Agreement and (ii) promptly upon written request by a VW Partyor the Third Tier Purchase Agreement, any other information reasonably requested by a VW Party as applicable, in substantially the Owner Trustee’s possession and that can be provided form of Exhibit C hereto, in order to assist the VW Transaction Parties without unreasonable effort or expense to facilitate compliance by the VW Transaction Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB. The Owner Trustee’s reporting is limited to information delivered to a Responsible Officer of the Owner Trustee in such capacity and not in any other capacity. In no event will Wilmington Trust (individually or as Owner Trustee) be deemed to be a “securitizer” as defined in Section 15Ga-1 under the Exchange Act, nor shall the Owner Trustee it have (x) any responsibility (other than Wilmington Trust’s obligation to deliver any notification as required by this Section 11.15) or liability in connection with (i) the compliance by any person who is a “securitizer”, or any other person under applicable rules and regulations or (ii) any filing required to be made by a securitizer “securitizer” under the Exchange Act or Regulation AB or with any VW Parties’ compliance in connection with the Exchange Act or Regulation AB or (y) any information provided hereunder. Except as expressly set forth herein, the Owner Trustee shall have no duty or obligation to undertake any investigation or inquiry related to repurchase demand activity or otherwise to assume any additional duties or responsibilities in respect of the Basic Documents Trust, and no such additional obligations or the transactions contemplated therebyduties are implied under this Agreement. In no event shall the Owner Trustee be deemed to be a “securitizer” as defined in Section 15Ga of the Exchange Act, nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB. A demand does not include general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warranties.35 Second Amended and Restated Trust Agreement (BAAT 2012-1)

Information to Be Provided by the Owner Trustee. The Owner Trustee shall provide the Seller and the Servicer (each, a “VW Party” and, collectively, the “VW Parties”) with (i) notification, as soon as practicable and in any event within five Business Days, of all demands communicated (other than by a VW Party) to a Responsible Officer of the Owner Trustee for the repurchase or replacement of the beneficial interest in any Transaction Unit pursuant to Section 2.3(c) of the SUBI Sale Agreement and (ii) promptly upon written request by a VW Party, any other information reasonably requested by a VW Party in the Owner Trustee’s possession and that can be provided to the VW Parties without unreasonable effort or expense to facilitate compliance by the VW Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Owner Trustee have (x) any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB or with any VW Parties’ compliance with the Exchange Act or Regulation AB or (y) any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities in respect of the Basic Documents or the transactions contemplated thereby. In no event shall the Owner Trustee be deemed to be a “securitizer” as defined in Section 15Ga of the Exchange Act, nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB. A demand does not include general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warranties.

Information to Be Provided by the Owner Trustee. The Owner Trustee shall provide the Seller Depositor and the Servicer (each, a “VW Transaction Party” and, collectively, the “VW Transaction Parties”) with (i) (x) notification, as soon as practicable and in any event within five (5) Business Days, of all written demands communicated (other than by a VW Party) to a Responsible Officer of the Owner Trustee for the purchase, repurchase or replacement of the beneficial interest in any Transaction Unit Receivable pursuant to Section 2.3(c) 3.6 of the SUBI Servicing Agreement or Section 3.3 of the Receivables Sale Agreement Agreement, as applicable, and (y) to the extent required, an executed copy of the Notice of Requests to Repurchase Receivables attached hereto as Exhibit C, and (ii) promptly upon written reasonable request in writing by a VW Transaction Party, any other information reasonably requested by a VW Transaction Party that is in the Owner Trustee’s possession and that can be provided reasonably accessible to the VW Parties without unreasonable effort or expense it to facilitate compliance by the VW Transaction Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Owner Trustee be deemed to be a “securitizer” as defined in Section 15G(a) of the Exchange Act with respect to the transactions contemplated by the Transaction Documents, nor shall it have (xA) any responsibility or liability in connection with for making any filing required to be made by a securitizer under the Exchange Act or Regulation AB or with any VW Parties’ compliance with the Exchange Act or Regulation AB or (yB) any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities in with respect of the Basic Documents or to the transactions contemplated thereby. In no event shall by the Owner Trustee be deemed to be a “securitizer” as defined in Section 15Ga of the Exchange Act, nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation ABTransaction Documents. A demand does not include general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warranties.. 36 Amended and Restated Trust Agreement (FTAT 2023-1)

Information to Be Provided by the Owner Trustee. The Owner Trustee shall provide the Seller and the Servicer (each, a “VW Party” and, collectively, the “VW Parties”) with (i) notification, as soon as practicable and in any event within five Business Days, of all demands communicated (other than by a VW Party) to a Responsible Officer of the Owner Trustee for the repurchase or replacement of the beneficial interest in any Transaction Unit Receivable pursuant to Section 2.3(c) 2.3 of the SUBI Sale and Servicing Agreement or Section 3.3 of the Purchase Agreement, as applicable and (ii) promptly upon written reasonable request by a VW Party, any other information reasonably requested by a VW Party in the Owner Trustee’s possession and that can be provided to the VW Parties without unreasonable effort or expense to facilitate compliance by the VW Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e1104(d) and 1121(c) of Regulation AB. In no event shall the Owner Trustee have (x) any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB or with any VW Parties’ compliance with the Exchange Act or Regulation AB or (y) any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities in respect of the Basic Transaction Documents or the transactions contemplated thereby. In no event shall the Owner Trustee be deemed to be a “securitizer” as defined in Section 15Ga of the Exchange Act, nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB. A demand does not include general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warranties.

Information to Be Provided by the Owner Trustee. The Owner Trustee shall provide the Seller Depositor and the Servicer (each, a “VW Transaction Party” and, collectively, the “VW Transaction Parties”) with (i) notification, as soon as practicable and in any event within five Business Days, of all demands communicated (other than by a VW Party) to a Responsible Officer of the Owner Trustee for the repurchase or replacement of the beneficial interest in any Transaction Unit Receivable pursuant to Section 2.3(c) 3.7 of the SUBI Servicing Agreement or Section 3.3 of the Sale Agreement, the First Tier Purchase Agreement, the Second Tier Purchase Agreement and (ii) promptly upon written request by a VW Partyor the Third Tier Purchase Agreement, any other information reasonably requested by a VW Party as applicable, in substantially the Owner Trustee’s possession and that can be provided form of Exhibit C hereto, in order to assist the VW Transaction Parties without unreasonable effort or expense to facilitate compliance by the VW Transaction Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB. The Owner Trustee’s reporting is limited to information delivered to a Responsible Officer of the Owner Trustee in such capacity and not in any other capacity. In no event will [ ] (individually or as Owner Trustee) be deemed to be a “securitizer” as defined in Section 15Ga-1 under the Exchange Act, nor shall the Owner Trustee it have (x) any responsibility (other than [ ] obligation to deliver any notification as required by this Section 11.15) or liability in connection with (i) the compliance by any person who is a “securitizer”, or any other person under applicable rules and regulations or (ii) any filing required to be made by a securitizer “securitizer” under the Exchange Act or Regulation AB or with any VW Parties’ compliance in connection with the Exchange Act or Regulation AB or (y) any information provided hereunder. Except as expressly set forth herein, the Owner Trustee shall have no duty or obligation to undertake any investigation or inquiry related to repurchase demand activity or otherwise to assume any additional duties or responsibilities in respect of the Basic Documents Trust, and no such additional obligations or the transactions contemplated thereby. In no event shall the Owner Trustee be deemed to be a “securitizer” as defined in Section 15Ga of the Exchange Act, nor shall it have any responsibility for making any filing to be made by a securitizer duties are implied under the Exchange Act or Regulation AB. A demand does not include general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warrantiesthis Agreement.

Information to Be Provided by the Owner Trustee. The Owner Trustee shall provide the Seller and the Servicer (each, a “VW Party” and, collectively, the “VW Parties”) with (i) notification, as soon as practicable and in any event within five Business Days, of all demands communicated (other than by a VW Party) to a Responsible Officer of the Owner Trustee for the repurchase or replacement of the beneficial interest in any Transaction Unit pursuant to Section 2.3(c) of the SUBI Sale Agreement and (ii) promptly upon written request by a VW Party, any other information reasonably requested by a VW Party in the Owner Trustee’s possession and that can be provided to the VW Parties without unreasonable effort or expense to facilitate compliance by the VW Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Owner Trustee have (x) any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB or with any VW Parties’ compliance with the Exchange Act or Regulation AB or (y) any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities in respect of the Basic Documents or the transactions contemplated thereby. In no event shall the Owner Trustee be deemed to be a “securitizer” as defined in Section 15Ga of the Exchange Act, nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB. A demand does not include general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warranties.. Table of Contents

Information to Be Provided by the Owner Trustee. The Owner Trustee shall provide the Seller Depositor and the Servicer (each, a “VW Reporting Party” and, collectively, the “VW Reporting Parties”) with (i) notification, notification as soon as practicable and in any event within five (5) Business Days, Days of all demands communicated (other than by a VW Party) to a Responsible Officer of the Owner Trustee for the repurchase or replacement of any Receivable for breach of the beneficial interest in any Transaction Unit pursuant to Section 2.3(c) of the SUBI Sale Agreement representations and warranties concerning such Receivable and (ii) promptly upon written request by a VW Reporting Party, any other information reasonably requested by a VW Reporting Party that is in the Owner Trustee’s possession and that can be provided reasonably accessible to the VW Parties without unreasonable effort or expense it to facilitate compliance by the VW Reporting Parties with Rule 15Ga-1 under the Exchange Act, but in no event more than once monthly or such other quantity of requests as may be mutually agreed to by the Owner Trustee and Items 1104(e) and 1121(c) of Regulation ABthe applicable Reporting Party. In no event shall the Owner Trustee be deemed to be a “securitizer” as defined in Section 15G(a)(1) of the Exchange Act with respect to the transactions contemplated by the Transaction Documents, nor shall it have (xA) any responsibility or liability in connection with for making any filing required to be made by a securitizer under the Exchange Act or Regulation AB or with any VW Parties’ compliance with the Exchange Act or Regulation AB AB, or (yB) any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities in respect of the Basic Documents or to the transactions contemplated therebyby the Transaction Documents. In no event shall For purposes of this section, a “demand” is limited to a demand for enforcement of a repurchase remedy received by the Owner Trustee be deemed to be a “securitizer” as defined in Section 15Ga of the Exchange Act, nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation ABTrustee. A demand does not include general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warranties.

Information to Be Provided by the Owner Trustee. The Owner Trustee shall provide the Seller Depositor and the Servicer (each, a “VW Transaction Party” and, collectively, the “VW Transaction Parties”) with (i) notification, as soon as practicable and in any event within five Business Days, of all demands communicated (other than by a VW Party) to a Responsible Officer of the Owner Trustee for the repurchase or replacement of the beneficial interest in any Transaction Unit Receivable pursuant to Section 2.3(c) 3.3 of the SUBI Sale Agreement, Section 3.6 of the Servicing Agreement or Section 3.3 of the Purchase Agreement, as applicable and (ii) promptly upon written reasonable request by a VW Transaction Party, any other information reasonably requested by a VW Transaction Party in the Owner Trustee’s possession and that can be provided to the VW Parties without unreasonable effort or expense to facilitate compliance by the VW Transaction Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Owner Trustee have (x) any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB or with any VW Transaction Parties’ compliance with the Exchange Act or Regulation AB or (y) any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities in respect of the Basic Transaction Documents or the transactions contemplated thereby. In no event shall the Owner Trustee be deemed to be a “securitizer” as 24 Amended and Restated Trust Agreement defined in Section 15Ga 156a-1 of the Exchange Act, nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB. A demand does not include general inquiries, including investor inquiries, regarding asset performance or possible breaches of representations or warranties. 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. [ ], as Owner Trustee By: Name: Title: By: Name: Title: NUMBER [ ]% BENEFICIAL INTEREST R-[ ] Evidencing the [ ]% beneficial interest in all of the assets of the Issuer (as defined below), which consist primarily of motor vehicle receivables, including motor vehicle retail installment sales contracts and/or installment loans that are secured by new and used automobiles and light-duty trucks. THIS 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. NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE ACQUIRED OR HELD (IN THE INITIAL ACQUISITION OR THROUGH A TRANSFER) BY OR FOR THE ACCOUNT OF OR WITH ANY ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” DESCRIBED BY SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), WHICH IS SUBJECT TO SECTION 4975 OF THE CODE, (C) ANY ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY OR (D) ANY GOVERNMENTAL, NON-U.S., OR CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN OR RETIREMENT ARRANGEMENT THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE. THIS CERTIFIES THAT [ ] is the registered owner of a 100% nonassessable, fully-paid beneficial interest in the Trust Estate of Chase Auto Owner Trust [ ], a Delaware statutory trust (the “Issuer”) formed by Chase Auto Receivables LLC, a Delaware limited liability company, as depositor (the “Depositor”). The Issuer was created pursuant to a Trust Agreement dated as of [ ] (as amended and restated as of [ ], the “Trust Agreement”), between the Depositor and [ ], as owner trustee (the “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 Appendix A to the Sale Agreement, dated as of [ ], between the Depositor and the Issuer, as the same may be amended or supplemented from time to time. This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Certificate by virtue of the acceptance hereof assents and by which such holder is bound. The provisions and conditions of the 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 Servicing Agreement and the Trust Agreement, as applicable. By accepting this Certificate, the 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 Person shall not authorize such 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 any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such Person shall not commence or join with any other Person in commencing any Proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. By accepting and holding this Certificate (or any interest herein), the Holder hereof shall be deemed to have represented and warranted that it is not, and is not purchasing on behalf of, a Benefit Plan or any governmental, non-U.S., or church plan or any other employee benefit plan or retirement arrangement that is subject to Similar Law. It is the intention of the parties to the Trust Agreement that, solely for income, franchise and value added tax purposes, (i) so long as there is a single Certificateholder, the Issuer will be disregarded as an entity separate from such Certificateholder, and if there is more than one Certificateholder, the Issuer will be treated as a partnership and (ii) the Notes will be characterized as debt. By accepting this Certificate, the Certificateholder agrees to take no action inconsistent with the foregoing intended tax treatment. By accepting this Certificate, the Certificateholder acknowledges that this Certificate represents the entire beneficial interest in the Issuer only and does not represent interests in or obligations of the Depositor, the Servicer, the Administrator, 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 Certificate, the Trust Agreement or any other Transaction Document. Each Certificateholder, by acceptance of this Certificate, acknowledges and agrees that the purpose of Article XII of the Indenture is to facilitate compliance with the FDIC Rule by the Bank, the Depositor, the Servicer and the Issuer (collectively, the “Chase Parties”) and that the interpretations of the requirements of the FDIC Rule may change over time, whether due to interpretive guidance provided by the FDIC or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees that the provisions set forth in Article XII of the Indenture shall have the effect and meanings that are appropriate under the FDIC Rule as such effect and meanings change over time on the basis of evolving interpretations of the FDIC Rule. IN WITNESS WHEREOF, the Issuer has caused this Certificate to be duly executed. By: [ ] not in its individual capacity, but solely as Owner Trustee Dated: By: Name: Title: This is the Certificate referred to in the within-mentioned Trust Agreement. [ ], not in its individual capacity but solely as Owner Trustee By: Authorized Signatory Reference is made to the Form 10-K of Chase Auto Receivables LLC with respect to Chase Auto Owner Trust [ ] (the “Form 10-K”) for the fiscal year ended December 31, 20[ ]. Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Form 10-K. [ ] a Delaware corporation with trust powers (“[ ]”), does hereby certify to the Sponsor, the Depositor and the Issuing Entity that: 1. As of the date of the Form 10-K, there are no pending legal proceedings against [ ] or proceedings known to be contemplated by governmental authorities against [ ] that would be material to the investors in the Notes. 2. As of the date of the Form 10-K, there are no affiliations, as contemplated by Item 1119 of Regulation AB, between [ ] and any of JPMorgan Chase Bank, National Association (in its capacity as Sponsor, Originator, Servicer and Administrator), Chase Auto Receivables LLC, the Indenture Trustee and the Issuing Entity, or any affiliates of such parties.