Common use of Limitation of Liability Clause in Contracts

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the Borrower, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the Borrower, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower under this Supplement or the other related documents.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (a) this Supplement document is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust Company Trust, National Association, but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant either express expressed or implied contained herein, 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, and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or under the Notes or any of the other related documentsTransaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (ai) this Supplement Agreement is executed and delivered by Wilmington Trust Company, Company not individually or personally but solely as Owner TrusteeTrustee under the Amended and Restated Trust Agreement, Administrative Trustee dated as of December 22, 2015 (the “Trust Agreement”), between Discover Funding LLC and Delaware Trustee of the BorrowerWilmington Trust Company, and in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (bii) each of the representations, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as a personal representationsrepresentation, undertakings and agreements undertaking or agreement by Wilmington Trust Company but is made and intended for the purpose for of binding only the BorrowerIssuer, (ciii) nothing herein contained shall will be construed as creating any liability on the Wilmington Trust Company, Company individually or personally, to perform any covenant of the Issuer either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto to this Agreement and by any Person person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, them and (eiv) under no circumstances shall will Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or the other any related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement document is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust Company Trust, National Association but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant either express expressed or implied contained herein, 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) Wilmington Trust Company Trust, National Association has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, Agreement and (e) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or under the Notes or any of the other related documentsTransaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement document is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust Company Trust, National Association but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant either express expressed or implied contained herein, 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, hereto and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or under the Notes or any of the other related documentsTransaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (a) this Supplement document is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust Company Trust, National Association, but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant either express expressed or implied contained herein, 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) Wilmington Trust Company Trust, National Association has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer or any other Person in this Agreement, Agreement or in the Purchase Agreement and (e) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or under the Notes or any of the other related documentsTransaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (ai) this Supplement Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerTitling Trust and as owner trustee of APGO, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement and the Settlor Trust Agreement, as applicable, (bii) each of the representations, undertakings and agreements herein made on the part of the Borrower Titling Trust and APGO is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for of binding only the BorrowerTitling Trust and APGO, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (div) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer Titling Trust or APGO in this Agreement, Agreement and (ev) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Titling Trust or APGO or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Titling Trust or APGO under this Supplement Agreement or the other related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington U.S. Bank Trust CompanyNational Association, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuing Entity, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Issuing Entity is made and intended not as personal representations, undertakings and agreements by Wilmington U.S. Bank Trust Company National Association, but is made and intended for the purpose for of binding only the BorrowerIssuing Entity, (c) nothing herein contained shall be construed as creating any liability on Wilmington U.S. Bank Trust CompanyNational Association, individually or personally, to perform any covenant either express expressed or implied contained hereinherein of the Issuing Entity, 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) Wilmington U.S. Bank Trust Company National Association has not verified and made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer Issuing Entity in this Agreement, Agreement and (e) under no circumstances shall Wilmington U.S. Bank Trust Company National Association be personally liable for the payment of any indebtedness or expenses of the Borrower Issuing Entity or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuing Entity under this Supplement Agreement or the any other related documents. In connection with its execution and acting hereunder, the Indenture Trustee shall be entitled to all rights, privileges, protections, immunities, benefits and indemnities provided to it under the Indenture.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement document is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust Company Trust, National Association, but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant either express expressed or implied contained herein, 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) Wilmington Trust Company Trust, National Association has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer or any other Person in this Agreement, Agreement and (e) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or under the Notes or any of the other related documentsTransaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington Trust CompanyTrust, National Association (“WTNA”), not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Receivables Trust Trustee of the BorrowerReceivables Trust, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Receivables Trust is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company WTNA but is made and intended for the purpose for of binding only the BorrowerReceivables Trust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, WTNA individually or personally, to perform any covenant either express expressed or implied contained hereinherein of the Receivables Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties heretoherein, (d) Wilmington Trust Company WTNA has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer Receivables Trust in this Agreement, Agreement and (e) under no circumstances shall Wilmington Trust Company WTNA be personally liable for the payment of any indebtedness or expenses of the Borrower Receivables Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Receivables Trust under this Supplement Agreement or the any other related documents.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington BNY Mellon Trust Companyof Delaware, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington BNY Mellon Trust Company of Delaware, but is made and intended for the purpose for binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington BNY Mellon Trust Companyof Delaware, individually or personally, to perform any covenant covenant, either express or implied implied, contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) Wilmington BNY Mellon Trust Company of Delaware has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, Agreement and (e) under no circumstances shall Wilmington BNY Mellon Trust Company of Delaware be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or the other related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington BNY Mellon Trust Companyof Delaware, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington BNY Mellon Trust Company of Delaware, but is made and intended for the purpose for binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington BNY Mellon Trust Companyof Delaware, individually or personally, to perform any covenant covenant, either express or implied implied, contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) Wilmington BNY Mellon Trust Company of Delaware has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, Agreement and (e) under no circumstances shall Wilmington BNY Mellon Trust Company of Delaware be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or the other related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement document is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust Company Trust, National Association, but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant either express expressed or implied contained herein, 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, and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or under the Notes or any of the other related documentsTransaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (ai) this Supplement Agreement is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerInitial Secured Party, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement, (bii) each of the representations, undertakings and agreements herein made on the part of the Borrower Initial Secured Party is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company Trust, National Association but is made and intended for the purpose for of binding only on the BorrowerInitial Secured Party, (ciii) nothing herein contained shall be construed as creating any liability on with respect to Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (div) Wilmington Trust Company Trust, National Association has not verified and has made no investigation as to the accuracy or completeness of any of the representations and or warranties made by the Issuer Initial Secured Party in this Agreement, Agreement and (ev) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Borrower Initial Secured Party or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Initial Secured Party under this Supplement Agreement or the other related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington Trust CompanyTrust, National Association (“WTNA”), not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Receivables Trust Trustee of the BorrowerPurchaser, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Purchaser is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company WTNA but is made and intended for the purpose for of binding only the BorrowerPurchaser, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyWTNA, individually or personally, to perform any covenant either express expressed or implied contained hereinherein of the Purchaser, 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) Wilmington Trust Company WTNA has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer Purchaser in this Agreement, Agreement and (e) under no circumstances shall Wilmington Trust Company WTNA be personally liable for the payment of any indebtedness or expenses of the Borrower Purchaser or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Purchaser under this Supplement Agreement or the any other related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (ai) this Supplement Agreement is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerInitial Secured Party, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement, (bii) each of the representations, undertakings and agreements herein made on the part of the Borrower Initial Secured Party is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company Trust, National Association but is made and intended for the purpose for of binding only on the BorrowerInitial Secured Party, (ciii) nothing herein contained shall be construed as creating any liability on with respect to Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (div) Wilmington Trust Company Trust, National Association has not verified and has made no investigation as to the accuracy or completeness of any of the representations and or warranties made by the Issuer Initial Secured Party in this Agreement, Agreement and (ev) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Borrower Initial Secured Party or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Initial Secured Party under this Supplement Agreement or the other related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the Borrower, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement, (b) each of the representations, covenants, undertakings and agreements herein made on the part of the Borrower is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the Borrower, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has not verified or made no any investigation as to the accuracy or completeness of any representations and warranties made by the Issuer Borrower in this Agreement, and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower 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 Borrower under this Supplement or the any other related documents.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (ai) this Supplement Agreement is executed and delivered by Wilmington Trust Company, Company not individually or personally but solely as Owner TrusteeTrustee under the Second Amended and Restated Trust Agreement, Administrative Trustee dated as of September 23, 2016 (the “Trust Agreement”), between the Transferor and Delaware Trustee of the BorrowerWilmington Trust Company, and in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (bii) each of the representations, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as a personal representationsrepresentation, undertakings and agreements undertaking or agreement by Wilmington Trust Company but is made and intended for the purpose for of binding only the BorrowerIssuer, (ciii) nothing herein contained shall will be construed as creating any liability on the Wilmington Trust Company, Company individually or personally, to perform any covenant of the Issuer either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto to this Agreement and by any Person person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, them and (eiv) under no circumstances shall will Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or the other any related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement document is executed and delivered by Wilmington BNY Mellon Trust Companyof Delaware, not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington BNY Mellon Trust Company of Delaware, but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington BNY Mellon Trust Companyof Delaware, individually or personally, to perform any covenant either express expressed or implied contained herein, 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, and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington BNY Mellon Trust Company of Delaware be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or under the Notes or any of the other related documentsTransaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement document is executed and delivered by Wilmington U.S. Bank Trust CompanyNational Association, not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington U.S. Bank Trust Company National Association but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington U.S. Bank Trust CompanyNational Association, individually or personally, to perform any covenant either express expressed or implied contained herein, 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, and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington U.S. Bank Trust Company National Association be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or under the Notes or any of the other related documentsTransaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement document is executed and delivered by Wilmington Trust Company[ ], not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust Company [ ], but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company[ ], individually or personally, to perform any covenant either express expressed or implied contained herein, 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, and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company [ ] be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or under the Notes or any of the other related documentsTransaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (ai) this Supplement Agreement is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerInitial Secured Party, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement, (bii) each of the representations, undertakings and agreements herein made on the part of the Borrower Initial Secured Party is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company Trust, National Association but is made and intended for the purpose for of binding only on the BorrowerInitial Secured Party, (ciii) nothing herein contained shall be construed as creating any liability on with respect to Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, hereto and (eiv) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Borrower Initial Secured Party or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Initial Secured Party under this Supplement Agreement or the other related documents.

Limitation of Liability. It is expressly understood and agreed by Notwithstanding anything contained herein to the parties hereto that contrary, (a) this Supplement is Agreement has been executed and delivered by Wilmington Trust CompanyCitibank, N.A., not individually or personally in its individual capacity but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the Borrower, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Owner Trustee and the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company Citibank, N.A. but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyCitibank, N.A., individually or personally, to perform any covenant either express expressed or implied contained hereinherein of the Owner Trustee or the Issuer, 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) Wilmington Trust Company Citibank, N.A. has made no investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Issuer in this Agreement, Agreement and (e) under no circumstances shall Wilmington Trust Company Citibank, N.A. be personally liable for the payment of any indebtedness or expenses of the Borrower Owner Trustee or the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Owner Trustee or the Issuer under this Supplement Agreement or the any other related documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee trustee of Clover Unit 2 Generating Trust (the Borrower"Trust") under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Trust is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the BorrowerTrust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and or by any Person claiming by, through or under the parties hereto, hereto and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Trust under this Supplement Agreement or the any other related documentsOperative Documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Indenture is executed and delivered by Wilmington Trust CompanyWells Fargo Bank Northwest, not individually National Association ("Wells Fargo"), xxx xndividually or personally but solely as trustex xx the Owner Trustee, Administrative Trustee and Delaware Trustee of Lessor under the BorrowerLLC Agreement, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementpursuant thereto, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Owner Lessor is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company Wells Fargo, but is made and intended for the purpose for binding only xxxx the BorrowerOwner Lessor, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyWells Fargo, individually or personally, to perform any covenant either express exxxxx expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and or by any Person claiming by, through or under the parties hereto, hereto and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company Wells Fargo, be personally liable for the payment of any indebtedness or indebtednxxx xr expenses of the Borrower Owner Lessor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Owner Lessor under this Supplement or the other related documentsIndenture.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (ai) this Supplement Agreement is executed and delivered by Wilmington Trust Company, Company not individually or personally but solely as Owner TrusteeTrustee under the Amended and Restated Trust Agreement, Administrative Trustee dated as of December 22, 2015 (the “Trust Agreement”), between Discover Funding LLC and Delaware Trustee of the BorrowerWilmington Trust Company, and in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (bii) each of the representations, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as a personal representationsrepresentation, undertakings and agreements undertaking or agreement by Wilmington Trust Company but is made and intended for the purpose for of binding only the BorrowerIssuer, (ciii) nothing herein contained shall will be construed as creating any liability on the Wilmington Trust Company, Company individually or personally, to perform any covenant of the Issuer either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto to this Agreement and by any Person person claiming by, through or under the parties heretothem, (div) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer Trust in this Agreement, the Agreement and (ev) under no circumstances shall will Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or the other any related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Amendment is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company Trust, National Association but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto to this Agreement and by any Person person claiming by, through or under the parties heretoto this Agreement, (d) Wilmington Trust Company Trust, National Association has made not verified and has conducted no investigation as to the accuracy or completeness of any representations and warranties made by representation, warranty or covenant of the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness Indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Amendment or any other document to which the other related documentsIssuer is a party.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (a) this Supplement document is executed and delivered by Wilmington Deutsche Bank Trust CompanyCompany Delaware, not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Deutsche Bank Trust Company Delaware but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Deutsche Bank Trust CompanyCompany Delaware, individually or personally, to perform any covenant either express expressed or implied contained herein, 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, and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or under the Notes or any of the other related documentsTransaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (ai) this Supplement Indenture is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee on behalf of the BorrowerIssuer under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (bii) each of the representations, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company Trust, National Association but is made and intended for the purpose for of binding only the BorrowerIssuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyTrust, National Association individually or personally, to perform any covenant either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto to this Indenture and by any Person person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, them and (eiv) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken undertaking by the Borrower Issuer under this Supplement Indenture or the other any related documents.

Limitation of Liability. It is expressly understood and agreed by (a) Notwithstanding anything contained herein to the parties hereto that contrary, (a) this Supplement is Agreement has been executed and delivered by Wilmington Trust CompanyCitibank, N.A., not individually or personally in its individual capacity but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the Borrower, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Owner Trustee and the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company Citibank, N.A. but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyCitibank, N.A., individually or personally, to perform any covenant either express expressed or implied contained hereinherein of the Owner Trustee or the Issuer, 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) Wilmington Trust Company Citibank, N.A. has made no investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Issuer in this Agreement, Agreement and (e) under no circumstances shall Wilmington Trust Company Citibank, N.A., be personally liable for the payment of any indebtedness or expenses of the Borrower Owner Trustee or the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Owner Trustee or the Issuer under this Supplement Agreement or the any other related documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Assignment is executed and delivered by Wilmington Trust CompanyCompany (“WTC”), not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerTrust, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Trust is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company WTC but is made and intended for the purpose for of binding only the BorrowerTrust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyWTC, individually or personally, to perform any covenant either express expressed or implied contained hereinherein of the Trust, 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) Wilmington Trust Company WTC has not verified and made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer Trust in this Agreement, Assignment and (e) under no circumstances shall Wilmington Trust Company WTC be personally liable for the payment of any indebtedness or expenses of the Borrower Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Trust under this Supplement Assignment or the any other related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Facility Lease is executed and delivered by Wilmington the Trust Company, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee manager of the BorrowerOwner Lessor under the Owner Lessor LLC Agreement, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementpursuant thereto, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Owner Lessor is made and intended not as personal representationsa representation, undertakings undertaking and agreements agreement by Wilmington the Trust Company but is made and intended for the purpose for binding only the BorrowerOwner Lessor, (c) nothing herein contained shall be construed as creating any liability on Wilmington the Trust Company, Company individually or personally, to perform any covenant either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and or by any Person claiming by, through or under the parties hereto, hereto and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington the Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Owner Lessor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Owner Lessor under this Supplement or the other related documentsFacility Lease.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (ai) this Supplement Agreement is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee on behalf of the BorrowerIssuer under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (bii) each of the representations, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company Trust, National Association but is made and intended for the purpose for of binding only the BorrowerIssuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyTrust, National Association individually or personally, to perform any covenant either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto to this Agreement and by any Person person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, them and (eiv) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken undertaking by the Borrower Issuer under this Supplement Agreement or the other any related documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington Trust CompanyCitibank, N.A., not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company Citibank, N.A., but is made and intended for the purpose for binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyCitibank, N.A., individually or personally, to perform any covenant covenant, either express or implied implied, contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company Citibank, N.A. has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company Citibank, N.A. be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or the other related documents.

Limitation of Liability. It is expressly understood and agreed by Notwithstanding anything contained herein to the parties hereto that contrary, (a) this Supplement is Agreement has been executed and delivered by Wilmington Deutsche Bank Trust CompanyCompany Delaware, not individually or personally in its individual capacity but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the Borrower, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Deutsche Bank Trust Company Delaware but is made and intended for the purpose for binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Deutsche Bank Trust CompanyCompany Delaware, individually or personally, to perform any covenant either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Wilmington Deutsche Bank Trust Company Delaware has not verified or made no any investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, Agreement and (e) under no circumstances shall Wilmington Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer 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 Borrower Issuer under the Transaction Documents. For the purposes of this Supplement Agreement, in the performance of its duties or obligations hereunder, the other related documentsOwner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement document is executed and delivered by Wilmington Xxxxx Fargo Delaware Trust Company, N.A., not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Xxxxx Fargo Delaware Trust Company Company, N.A. but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Xxxxx Fargo Delaware Trust Company, N.A., individually or personally, to perform any covenant either express expressed or implied contained herein, 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, and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Xxxxx Fargo Delaware Trust Company Company, N.A. be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or under the Notes or any of the other related documentsTransaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington Trust CompanyThe Bank of New York (Delaware), not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee on behalf of the BorrowerCertificate Issuer, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the any representations, undertakings and agreements herein made by the Delaware Trustee on the part behalf of the Borrower is Certificate Issuer are made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company The Bank of New York (Delaware) but is are made and intended for the purpose for of binding only the BorrowerCertificate Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyThe Bank of New York (Delaware), individually or personally, to perform any covenant either express expressed or implied contained herein, except in its capacity as Delaware Trustee, all such liability, if any, being expressly waived by the parties hereto who are signatories to this Agreement and by any Person claiming by, through or under the such parties hereto, and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company The Bank of New York (Delaware) be personally liable for the payment of any indebtedness or expenses expense of the Borrower Certificate Issuer or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Certificate Issuer under this Supplement Agreement; provided, however, that this provision shall not protect The Bank of New York (Delaware) against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the other related documentsperformance of its obligations and duties under this Agreement.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement First Amendment is executed and delivered by Wilmington Trust Companythe Owner Trustee, not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of trustee under the Borrower, Trust Agreement in the exercise of the powers power and authority conferred and vested in it under the Titling Trust Agreementas such trustee, (b) that each and all of the representations, undertakings and agreements herein made on the part of the Borrower is made and Owner Trustee or the Owner Lessor are intended not as personal representations, undertakings and agreements by Wilmington Trust Company the Owner Trustee, or for the purpose or with the intention of binding the Owner Trustee, personally, but is are made and intended for the purpose for of binding only the BorrowerTrust Estate, (c) that nothing herein contained shall be construed as creating any liability on Wilmington Trust Companyof the Owner Trustee, individually or personallyany incorporator or any past, present or future subscriber to the capital stock of, or stockholder, officer or director of the Owner Trustee, to perform any covenant either express or implied contained hereinherein or in the other Operative Documents to which the Owner Trustee or the Owner Lessor is a party, all such liabilityand that so far as the Owner Trustee is concerned, if any, being expressly waived by any person shall look solely to the parties hereto and Trust Estate for the performance of any Person claiming by, through obligation hereunder or thereunder or under any of the parties heretoinstruments referred to herein or therein; PROVIDED, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer that nothing contained in this Section shall be construed to limit in scope or substance any general corporate liability of the Owner Trustee as expressly provided in the Trust Agreement or in the Participation Agreement, as such agreement may be amended or amended and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower under this Supplement or the other related documentsrestated.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Guaranty is executed and delivered by Wilmington DBNTC on behalf of the related Trust Company, (as defined in the Master Trust Agreement) created pursuant to the Master Trust Agreement and not individually or personally but solely as Owner Certificate Trustee, Administrative Trustee and Delaware Trustee of the Borrower, in the exercise of the powers and authority conferred and vested in it under the Titling Master Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Guarantor is made and intended not as a personal representationsrepresentation, undertakings and agreements undertaking or agreement by Wilmington Trust Company DBNTC but is made and intended for the purpose for of binding only such Trust (as defined in the BorrowerMaster Trust Agreement) as Guarantor, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyDBNTC, individually or personally, to perform any covenant either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company DBNTC be personally liable for the payment of any indebtedness or expenses of any Trust (as defined in the Borrower Master Trust Agreement) or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower any Trust under this Supplement Guaranty or otherwise. All Persons having any claim against the other Guarantor by reason of the transactions contemplated by this Guaranty shall look only to the Trust Estate of the related documentsTrust for payment or satisfaction thereof.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Assignment is executed and delivered by Wilmington Deutsche Bank National Trust Company, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware the Trustee of the BorrowerAssignee, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower is Trustee are made and intended not as personal representations, undertakings and agreements by Wilmington Deutsche Bank National Trust Company but is are made and intended for the purpose for of binding only the BorrowerAssignee, (c) nothing herein contained shall be construed as creating any liability on Wilmington Deutsche Bank National Trust Company, individually or personally, to perform any covenant either express expressly or implied contained herein, all such liability, if any, being expressly waived by the parties hereto who are signatories to this Assignment and by any Person person claiming by, through or under the such parties hereto, and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Deutsche Bank National Trust Company be personally liable for the payment of any indebtedness indemnity, indebtedness, fees or expenses of the Borrower Assignee or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Assignee under this Supplement or the other related documents.Assignment. [Assignment continues with signature page]

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the Borrower, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement, (b) each of the representations, covenants, undertakings and agreements herein made on the part of the Borrower is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the Borrower, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower 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 Borrower under this Supplement or the other related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement document is executed and delivered by Wilmington Xxxxx Fargo Delaware Trust Company, N.A., not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Xxxxx Fargo Delaware Trust Company Company, N.A. but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Xxxxx Fargo Delaware Trust Company, N.A., individually or personally, to perform any covenant either express expressed or implied contained herein, 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) Wilmington Xxxxx Fargo Delaware Trust Company Company, N.A. has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, Agreement and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower under this Supplement or the other related documents.Xxxxx Fargo Delaware Trust

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement document is executed and delivered by Wilmington Deutsche Bank Trust CompanyCompany Delaware, not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Deutsche Bank Trust Company Delaware but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Deutsche Bank Trust CompanyCompany Delaware, individually or personally, to perform any covenant either express expressed or implied contained herein, 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, and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or under the Notes or any of the other related documentsTransaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust Company Trust, National Association but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant either express expressed or implied contained herein, 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) Wilmington Trust Company Trust, National Association has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, Agreement and (e) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or under the Notes or any of the other related documentsTransaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington Trust CompanyThe Bank of New York Mellon (“BNYM”), not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Owner Trustee and the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company BNYM but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyBNYM, individually or personally, to perform any covenant either express expressed or implied contained hereinherein of the Owner Trustee or the Issuer, 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) Wilmington Trust Company BNYM has made no investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Issuer in this Agreement, Agreement and (e) under no circumstances shall Wilmington Trust Company BNYM be personally liable for the payment of any indebtedness or expenses of the Borrower Owner Trustee or the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Owner Trustee or the Issuer under this Supplement Agreement or the any other related documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (ai) this Supplement Trust Agreement is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally but solely as owner trustee (the “Owner Trustee, Administrative Trustee and Delaware Trustee ”) of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (bii) each of the representations, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company the Owner Trustee but is made and intended for the purpose for of binding only the BorrowerIssuer, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Companythe Owner Trustee, individually or personally, to perform any covenant covenants, either express expressed or implied implied, contained herein, all such personal liability, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto, (div) Wilmington Trust Company the Owner Trustee has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, Agreement and (ev) under no circumstances shall Wilmington Trust Company the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Trust Agreement or the any other related documentsdocument.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington Trust CompanyThe Bank of New York Mellon (“BNYM”), not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Owner Trustee and the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company BNYM but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyBNYM, individually or personally, to perform any covenant either express expressed or implied contained hereinherein of the Owner Trustee or the Issuer, 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) Wilmington Trust Company BNYM has made no investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Issuer in this Agreement, Agreement and (e) under no circumstances shall Wilmington Trust Company BNYM be personally liable for the payment of any indebtedness or expenses of the Borrower Owner Trustee or the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Owner Trustee or the Issuer under this Supplement Agreement or the any other related documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington Trust CompanyCompany (“WTC”), not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerTrust, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Trust is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company WTC but is made and intended for the purpose for of binding only the BorrowerTrust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyWTC, individually or personally, to perform any covenant either express expressed or implied contained hereinherein of the Trust, 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) Wilmington Trust Company WTC has not verified and made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer Trust in this Agreement, Agreement and (e) under no circumstances shall Wilmington Trust Company WTC be personally liable for the payment of any indebtedness or expenses of the Borrower Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Trust under this Supplement Agreement or the any other related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this 20 - Servicing Supplement is executed and delivered by Wilmington Trust Company[Owner Trustee], not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee owner trustee of the BorrowerTitling Trust and the Settlor, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement and Settlor Trust Agreement, as applicable, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Titling Trust and the Settlor is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company [Owner Trustee] but is made and intended for the purpose for binding only the BorrowerTitling Trust and the Settlor, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company[Owner Trustee], individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company [Owner Trustee] has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company [Owner Trustee] be personally liable for the payment of any indebtedness or expenses of the Borrower Titling Trust and the Settlor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Titling Trust and the Settlor under this 20 - Servicing Supplement or the other related documents.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (ai) this Supplement Agreement is executed and delivered by Wilmington Trust Company, Company not individually or personally but solely as Owner TrusteeTrustee under the Second Amended and Restated Trust Agreement, Administrative Trustee dated as of September 23, 2016 (the “Trust Agreement”), between the Transferor and Delaware Trustee of the BorrowerWilmington Trust Company, and in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (bii) each of the representations, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as a personal representationsrepresentation, undertakings and agreements undertaking or agreement by Wilmington Trust Company but is made and intended for the purpose for of binding only the BorrowerIssuer, (ciii) nothing herein contained shall will be construed as creating any liability on the Wilmington Trust Company, Company individually or personally, to perform any covenant of the Issuer either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto to this Agreement and by any Person person claiming by, through or under the parties heretothem, (div) Wilmington Trust Company has made not verified and has conducted no investigation as to the accuracy or completeness of any representations and warranties made by representation, warranty or covenant of the Issuer in this Agreement, and (ev) under no circumstances shall will Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or the other any related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement is executed and delivered by Wilmington Trust Company[Owner Trustee], not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the Borrower, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company [Owner Trustee] but is made and intended for the purpose for binding only the Borrower, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company[Owner Trustee], individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company [Owner Trustee] has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company [Owner Trustee] be personally liable for the payment of any indebtedness or expenses of the Borrower or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower under this Supplement or the other related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington Trust CompanyWells Fargo Bank, N.A. ("Wells Fargo"), not individually or personally pexxxxxlly but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the Borrowerthx xxxstee, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings undertaking and agreements herein made on the part of the Borrower is Trust are made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company Wells Fargo but is are made and intended for the purpose for binding only of bindixx xxly the BorrowerTrust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyWells Fargo, individually or personallypersonally (other than to act with the standard of care provided under the Trust Agreement), to perform any covenant either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto who are signatories to this Agreement and by any Person person claiming by, through or under the such parties hereto, and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company Wells Fargo be personally liable for the payment of any indebtedness indebtxxxxxs or expenses of the Borrower Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Trust under this Supplement or the other related documentsAgreement.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Facility Lease is executed and delivered by Wilmington Trust CompanyCompany ("WILMINGTON"), not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee trustee of the BorrowerOwner Trust under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementpursuant thereto, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Owner Lessor is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the BorrowerOwner Lessor, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and or by any Person claiming by, through or under the parties hereto, hereto and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Owner Lessor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Owner Lessor under this Supplement or the other related documentsFacility Lease.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington Trust Company[__], not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuing Entity, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Issuing Entity is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company [__] but is made and intended for the purpose for of binding only the BorrowerIssuing Entity, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company[__], individually or personally, to perform any covenant either express expressed or implied contained hereinherein of the Issuing Entity, 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) Wilmington Trust Company [__] has not verified and made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer Issuing Entity in this Agreement, Agreement and (e) under no circumstances shall Wilmington Trust Company [__] be personally liable for the payment of any indebtedness or expenses of the Borrower Issuing Entity or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuing Entity under this Supplement Agreement or the any other related documents. In connection with its execution and acting hereunder, the Indenture Trustee shall be entitled to all rights, privileges, protections, immunities, benefits and indemnities provided to it under the Indenture.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Eligible Lender Trust Agreement is executed and delivered by Wilmington Trust CompanyThe Bank of New York (Delaware), not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement, it; (b) each of the representations, undertakings and agreements agreement herein made on the part of the Borrower Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company The Bank of New York (Delaware) but is made and intended for the purpose for of binding only the Borrower, Issuer; (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyThe Bank of New York (Delaware), individually or personally, to perform any covenant either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, ; and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company The Bank of New York (Delaware) be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligationobligations, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement or the other related documentsEligible Lender Trust Agreement.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this 2017-3 Servicing Supplement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee owner trustee of the BorrowerTitling Trust and the Settlor, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement and Settlor Trust Agreement, as applicable, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Titling Trust and the Settlor is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the BorrowerTitling Trust and the Settlor, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Titling Trust and the Settlor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Titling Trust and the Settlor under this 2017-3 Servicing Supplement or the other related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Amendment is executed and delivered by Wilmington Trust CompanyU.S. Bank National Association, not individually or personally but solely as Owner Trustee, Administrative Co-Trustee and Delaware Trustee of under the BorrowerTrust Agreement, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Co-Trustee is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company U.S. Bank National Association but is made and intended for the purpose for of binding only the BorrowerCo-Trustee, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyU.S. Bank National Association, individually or personally, to perform any covenant either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and or by any Person claiming by, through or under the parties hereto, hereto and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company U.S. Bank National Association be personally liable for the payment of any indebtedness or expenses of the Borrower Co-Trustee or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Co-Trustee under this Supplement Amendment. In addition, each of the parties hereto acknowledges and agrees that the Co-Trustee has been appointed by the Owner Participant and Owner Trustee for the purpose of exercising those trust powers in the State of Georgia which may not be exercised by the Owner Trustee under Applicable Law, and that, except as otherwise required by Applicable Law, the Co-Trustee shall not be obligated to take any action hereunder unless expressly directed in writing by the Owner Trustee or the other related documentsOwner Participant in accordance with the terms of the Trust Agreement.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington Trust CompanySavings Fund Society, FSB (“WSFS”), not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Receivables Trust Trustee of the BorrowerPurchaser, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Purchaser is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company WSFS but is made and intended for the purpose for of binding only the BorrowerPurchaser, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyWSFS, individually or personally, to perform any covenant either express expressed or implied contained hereinherein of the Purchaser, 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) Wilmington Trust Company WSFS has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer Purchaser in this Agreement, Agreement and (e) under no circumstances shall Wilmington Trust Company WSFS be personally liable for the payment of any indebtedness or expenses of the Borrower Purchaser or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Purchaser under this Supplement Agreement or the any other related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee trustee of the Tranche A Borrower, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made on the part of the Tranche A Borrower is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the Tranche A Borrower, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, hereto and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Tranche A Borrower or be liable for the breach or failure of any obligationObligation, representation, warranty or covenant made or undertaken by the Tranche A Borrower under this Supplement Agreement or the any other related documentsRestructuring Documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this 2016-2 Servicing Supplement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee owner trustee of the BorrowerTitling Trust and the Settlor, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement and Settlor Trust Agreement, as applicable, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Titling Trust and the Settlor is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the BorrowerTitling Trust and the Settlor, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Titling Trust and the Settlor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Titling Trust and the Settlor under this 2016-2 Servicing Supplement or the other related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (ai) this Supplement Agreement is executed and delivered by Wilmington Trust CompanyDeutsche Bank NY, as Trustee, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the Borrower, in the exercise of the powers and authority conferred and vested in it under the Titling Trust AgreementDeclaration, (bii) each of the representations, undertakings and agreements herein made on the part of the Borrower Trust is made and intended not as a personal representationsrepresentation, undertakings and agreements undertaking or agreement by Wilmington Trust Company Deutsche Bank NY, but is made and intended for the purpose for binding only the BorrowerTrust, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyDeutsche Bank NY, as Trustee, or Deutsche Bank DE, as Delaware Trustee, of the Trust, individually or personally, to perform any covenant either express expressed or implied contained hereinherein of the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (div) Wilmington Trust Company Deutsche Bank NY has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer Trust in this Agreement, Agreement and (ev) under no circumstances shall Wilmington Trust Company Deutsche Bank NY be personally liable for the payment of any indebtedness or expenses of the Borrower Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Trust under this Supplement Agreement or the any other related documents. The Trustee shall not be responsible for making any calculation with respect to any matter under this Agreement and shall have no duty to monitor or investigate NRG’s compliance with any representation, warranty, covenant or agreement made by it under this Agreement or any other agreement relating hereto.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement document is executed and delivered by Wilmington Xxxxx Fargo Delaware Trust Company, N.A., not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Xxxxx Fargo Delaware Trust Company Company, N.A., but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Xxxxx Fargo Delaware Trust Company, N.A., individually or personally, to perform any covenant either express expressed or implied contained herein, 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, and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Xxxxx Fargo Delaware Trust Company Company, N.A. be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or under the Notes or any of the other related documentsTransaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington Trust Company, the Owner Trustee not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the Borrower, Issuing Entity in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made on the part of each of the Borrower Issuing Entity is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company the Owner Trustee, but is made and intended for the purpose for of binding only the BorrowerIssuing Entity, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Companythe Owner Trustee, individually or personally, to perform any covenant either express expressed or implied contained hereinherein of the Issuing Entity, 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) Wilmington Trust Company each of the Owner Trustee has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer Issuing Entity, in this Agreement, Agreement and (e) under no circumstances shall Wilmington Trust Company the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Borrower Issuing Entity, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuing Entity under this Supplement or the other related documentsAgreement.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Facility Site Sublease is executed and delivered by Wilmington Trust Companythe Owner Manager, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee Manager of the BorrowerGround Sublessor under the Lessor LLC Agreement, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementpursuant thereto, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Ground Sublessor is made and intended not as a personal representationsrepresentation, undertakings undertaking and agreements agreement (as applicable) by Wilmington Trust Company the Owner Manager but is made and intended for the purpose for of binding only the BorrowerGround Sublessor, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Companythe Owner Manager, individually or personally, to perform any covenant either express expressly contained or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and or by any Person person claiming by, through or under the parties hereto, hereto and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company the Owner Manager be personally liable for the payment of any indebtedness or expenses of the Borrower Ground Sublessor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Ground Sublessor under this Supplement or the other related documentsFacility Site Sublease.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (a) this Supplement document is executed and delivered by Wilmington Xxxxx Fargo Delaware Trust Company, N.A., not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Xxxxx Fargo Delaware Trust Company Company, N.A. but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Xxxxx Fargo Delaware Trust Company, N.A., individually or personally, to perform any covenant either express expressed or implied contained herein, 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, and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Xxxxx Fargo Delaware Trust Company Company, N.A. be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or the any other related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement document is executed and delivered by Wilmington Xxxxx Fargo Delaware Trust Company, N.A., not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Xxxxx Fargo Delaware Trust Company Company, N.A. but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Xxxxx Fargo Delaware Trust Company, N.A., individually or personally, to perform any covenant either express expressed or implied contained herein, 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, and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Xxxxx Fargo Delaware Trust Company Company, N.A. be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or the any other related documents.

Limitation of Liability. It is expressly understood and agreed by (a) Notwithstanding anything contained herein to the parties hereto that contrary, (a) this Supplement is Agreement has been executed and delivered by Wilmington Trust Company[ ], not individually or personally in its individual capacity but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the Borrower, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Owner Trustee and the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company [ ] but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company[ ], individually or personally, to perform any covenant either express expressed or implied contained hereinherein of the Owner Trustee or the Issuer, 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) Wilmington Trust Company [ ] has made no investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Issuer in this Agreement, Agreement and (e) under no circumstances shall Wilmington Trust Company [ ], be personally liable for the payment of any indebtedness or expenses of the Borrower Owner Trustee or the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Owner Trustee or the Issuer under this Supplement Agreement or the any other related documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement document is executed and delivered by Wilmington Trust Company[ ], not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust Company [ ], but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company[ ], individually or personally, to perform any covenant either express expressed or implied contained herein, 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) Wilmington Trust Company [ ] has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer or any other Person in this Agreement, Agreement and (e) under no circumstances shall Wilmington Trust Company [ ] be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or under the Notes or any of the other related documentsTransaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this 2015-1 Servicing Supplement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee owner trustee of the BorrowerTitling Trust and the Settlor, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement and Settlor Trust Agreement, as applicable, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Titling Trust and the Settlor is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the BorrowerTitling Trust and the Settlor, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Titling Trust and the Settlor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Titling Trust and the Settlor under this 2015-1 Servicing Supplement or the other related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Amendment is executed and delivered by Wilmington Trust CompanyU.S. Bank National Association, not individually or personally but solely as Owner Trustee, Administrative Co-Trustee and Delaware Trustee of under the BorrowerTrust Agreement, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Co-Trustee is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company U.S. Bank National Association but is made and intended for the purpose for of binding only the BorrowerCo-Trustee, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyU.S. Bank National Association, individually or personally, to perform any covenant either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and or by any Person claiming by, through or under the parties hereto, hereto and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company U.S. Bank National Association be personally liable for the payment of any indebtedness or expenses of the Borrower Co-Trustee or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Co-Trustee under this Supplement Amendment. In addition, each of the parties hereto acknowledges and agrees that the Co-Trustee has been appointed by the Owner Participant and Owner Trustee for the purpose of exercising those trust powers in the State of Georgia which may not be exercised by the Owner Trustee under applicable law, and that, except as otherwise required by applicable law, the Co-Trustee shall not be obligated to take any action hereunder unless expressly directed in writing by the Owner Trustee or the other related documentsOwner Participant in accordance with the terms of the Trust Agreement.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this 2017-1 Servicing Supplement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee owner trustee of the BorrowerTitling Trust and the Settlor, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement and Settlor Trust Agreement, as applicable, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Titling Trust and the Settlor is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the BorrowerTitling Trust and the Settlor, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Titling Trust and the Settlor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Titling Trust and the Settlor under this 2017-1 Servicing Supplement or the other related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this 2016-3 Servicing Supplement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee owner trustee of the BorrowerTitling Trust and the Settlor, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement and Settlor Trust Agreement, as applicable, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Titling Trust and the Settlor is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the BorrowerTitling Trust and the Settlor, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Titling Trust and the Settlor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Titling Trust and the Settlor under this 2016-3 Servicing Supplement or the other related documents.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (a) this Supplement document is executed and delivered by Wilmington Xxxxx Fargo Delaware Trust Company, N.A., not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Xxxxx Fargo Delaware Trust Company Company, N.A., but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Xxxxx Fargo Delaware Trust Company, N.A., individually or personally, to perform any covenant either express expressed or implied contained herein, 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, and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Xxxxx Fargo Delaware Trust Company Company, N.A. be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or under the Notes or any of the other related documentsTransaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington First Union Trust Company, National Association ("FIRST UNION") not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee on behalf of the BorrowerNote Issuer, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made by the Delaware Trustee on the part behalf of the Borrower is Note Issuer are made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is First Union are made and intended for the purpose for of binding only the BorrowerNote Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, First Union individually or personally, to perform any covenant either express expressed or implied contained herein, except in its capacity as Delaware Trustee, all such liability, if any, being expressly waived by the parties hereto who are signatories to this Agreement and by any Person claiming by, through or under the such parties hereto, and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company First Union be personally liable for the payment of any indebtedness or expenses expense of the Borrower Note Issuer or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Note Issuer under this Supplement Agreement; PROVIDED, HOWEVER, that this provision shall not protect First Union against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the other related documentsperformance of its obligations and duties under this Agreement.

Limitation of Liability. It is expressly understood and agreed by and between the parties hereto (i) that (a) this Supplement Agreement is executed and delivered by Wilmington Trust Company, not individually or personally in its individual capacity but solely as Owner TrusteeTrustee under the Amended and Restated Trust Agreement dated as of December 20, Administrative Trustee and Delaware Trustee of 2001 with Capital One Auto Receivables, LLC (the Borrower, "Trust Agreement") in the exercise of the powers power and authority conferred and vested in it under the Titling Trust Agreementas such Owner Trustee, (bii) each of the representations, undertakings and agreements made herein made on by the part of the Borrower is made and intended Owner Trustee are not as personal representations, undertakings and agreements by of Wilmington Trust Company Company, but is made and intended for the purpose for are binding only on the Borrowertrust estate created pursuant to the Trust Agreement, (ciii) nothing contained herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant of the Owner Trustee either express expressed or implied contained herein, 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) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreementsuch party, and (eiv) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses expense of the Borrower Owner Trustee or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Owner Trustee under this Supplement or the other related documentsAgreement.

Limitation of Liability. It is expressly understood and agreed by and between the parties hereto (i) that (a) this Supplement Agreement is executed and delivered by Wilmington Trust Company, not individually or personally in its individual capacity but solely as Owner TrusteeTrustee under the Amended and Restated Trust Agreement dated as of December 17, Administrative Trustee and Delaware Trustee of 2002 with Capital One Auto Receivables, LLC (the Borrower, "Trust Agreement") in the exercise of the powers power and authority conferred and vested in it under the Titling Trust Agreementas such Owner Trustee, (bii) each of the representations, undertakings and agreements made herein made on by the part of the Borrower is made and intended Owner Trustee are not as personal representations, undertakings and agreements by of Wilmington Trust Company Company, but is made and intended for the purpose for are binding only on the Borrowertrust estate created pursuant to the Trust Agreement, (ciii) nothing contained herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant of the Owner Trustee either express expressed or implied contained herein, 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) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreementsuch party, and (eiv) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses expense of the Borrower Owner Trustee or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Owner Trustee under this Supplement or the other related documentsAgreement.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Confirmation is executed and delivered by Wilmington BNY Mellon Trust Companyof Delaware, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the Borrower, Trust in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Trust is made and intended not as personal representations, undertakings and agreements by Wilmington BNY Mellon Trust Company of Delaware but is made and intended for the purpose for of binding only the BorrowerTrust, (c) nothing herein contained shall be construed as creating any liability on Wilmington BNY Mellon Trust Companyof Delaware, individually or personally, to perform any covenant either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, hereto and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington BNY Mellon Trust Company of Delaware be personally liable for the payment of any indebtedness or expenses of the Borrower Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Trust under this Supplement Confirmation or the any other related documents. For all purposes of this Agreement, in the performance of any duties or obligations of the Trust or the Owner Trustee hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of the terms and provisions of, the Trust Agreement.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement document is executed and delivered by Wilmington Trust Company[ ], not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust Company [ ] but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company[ ], individually or personally, to perform any covenant either express expressed or implied contained herein, 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) Wilmington Trust Company [ ] has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, Agreement and (e) under no circumstances shall Wilmington Trust Company [ ] be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or under the Notes or any of the other related documentsTransaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trusteetrustee of HomeGold Home Equity Loan Trust 1999-1 under the Trust Agreement dated as of May 1, Administrative Trustee and Delaware Trustee of the Borrower1999, with Emergent Residual Holding Corp., in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Trust is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the BorrowerTrust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, hereto and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Trust under this Supplement Agreement or the other related documentsBasic Documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Indenture is executed and delivered by Wilmington U.S. Bank Trust CompanyNational Association, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerHyundai Auto Receivables Trust 2016-A, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington U.S. Bank Trust Company National Association but is made and intended for the purpose for binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington U.S. Bank Trust Company, National Association individually or personally, to perform any covenant either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Wilmington U.S. Bank Trust Company National Association has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement, Indenture and (e) under no circumstances shall Wilmington U.S. Bank Trust Company National Association be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Indenture or the any other related documents.. 60 (2016-A Indenture)

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Amendment is executed and delivered by Wilmington Trust CompanyU.S. Bank National Association, not individually or personally but solely as Owner Trustee, Administrative Co-Trustee and Delaware Trustee of under the BorrowerTrust Agreement, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Co-Trustee is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company the U.S. Bank National Association but is made and intended for the purpose for of binding only the BorrowerCo-Trustee, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyU.S. Bank National Association, individually or personally, to perform any covenant either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and or by any Person claiming by, through or under the parties hereto, hereto and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company U.S. Bank National Association be personally liable for the payment of any indebtedness or expenses of the Borrower Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Co-Trustee under this Supplement Amendment. In addition, each of the parties hereto acknowledges and agrees that the Co-Trustee has been appointed by the Owner Participant and the Owner Trustee for the purpose of exercising those trust powers in the State of Georgia which may not be exercised by the Owner Trustee under applicable law, and that, except as otherwise required by applicable law, the Co-Trustee shall not be obligated to take any action hereunder unless expressly directed in writing by the Owner Trustee or the other related documentsOwner Participant in accordance with the terms of the Trust Agreement.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this 2019-2 Servicing Supplement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee owner trustee of the BorrowerTitling Trust and the Settlor, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement and Settlor Trust Agreement, as applicable, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Titling Trust and the Settlor is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the BorrowerTitling Trust and the Settlor, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Titling Trust and the Settlor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Titling Trust and the Settlor under this 2019-2 Servicing Supplement or the other related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington Trust Company[ ] (“[ ]”), not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Owner Trustee and the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company [ ] but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company[ ], individually or personally, to perform any covenant either express expressed or implied contained hereinherein of the Owner Trustee or the Issuer, 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) Wilmington Trust Company [ ] has made no investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Issuer in this Agreement, Agreement and (e) under no circumstances shall Wilmington Trust Company [ ] be personally liable for the payment of any indebtedness or expenses of the Borrower Owner Trustee or the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Owner Trustee or the Issuer under this Supplement Agreement or the any other related documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this 2018-2 Servicing Supplement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee owner trustee of the BorrowerTitling Trust and the Settlor, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement and Settlor Trust Agreement, as applicable, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Titling Trust and the Settlor is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the BorrowerTitling Trust and the Settlor, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Titling Trust and the Settlor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Titling Trust and the Settlor under this 2018-2 Servicing Supplement or the other related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this 2015-3 Servicing Supplement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee owner trustee of the BorrowerTitling Trust and the Settlor, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement and Settlor Trust Agreement, as applicable, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Titling Trust and the Settlor is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the BorrowerTitling Trust and the Settlor, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Titling Trust and the Settlor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Titling Trust and the Settlor under this 2015-3 Servicing Supplement or the other related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this 2019-3 Servicing Supplement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee owner trustee of the BorrowerTitling Trust and the Settlor, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement and Settlor Trust Agreement, as applicable, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Titling Trust and the Settlor is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the BorrowerTitling Trust and the Settlor, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Titling Trust and the Settlor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Titling Trust and the Settlor under this 2019-3 Servicing Supplement or the other related documents.

Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington U.S. Bank Trust CompanyNational Association (“U.S. Bank”), not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Owner Trustee and the Issuer is made and intended not as personal representations, warranties, covenants, undertakings and agreements by Wilmington Trust Company U.S. Bank but is made and intended for the purpose for of binding only, and is only binding on, the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyU.S. Bank, individually or personally, to perform any covenant either express expressed or implied contained hereinherein of the Owner Trustee or the Issuer, 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) Wilmington Trust Company U.S. Bank has made no and will make no investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Issuer in this Agreement, Agreement and (e) under no circumstances shall Wilmington Trust Company U.S. Bank be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Borrower Owner Trustee or the Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Owner Trustee or the Issuer under this Supplement Agreement or the any other related documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this 2021-3 Servicing Supplement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee owner trustee of the BorrowerTitling Trust and the Settlor, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement and Settlor Trust Agreement, as applicable, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Titling Trust and the Settlor is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the BorrowerTitling Trust and the Settlor, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Titling Trust and the Settlor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Titling Trust and the Settlor under this 2021-3 Servicing Supplement or the other related documents.

Limitation of Liability. No party shall be required to pay or be liable to the other party for any consequential, indirect or punitive damages, opportunity costs or lost profits. It is expressly understood and agreed by the parties hereto that (a) insofar as this Supplement Agreement is executed and delivered by Wilmington Trust CompanyWxxxx Fargo Bank, National Association ("Wxxxx Fargo") not individually or personally in its individual capacity, but solely as Owner Trustee, Administrative Trustee and Delaware Cap Trustee of the Borrower, Cap Trust under the Pooling and Servicing Agreement in the exercise of the powers and authority conferred and vested invested in it under thereunder; (i) Wxxxx Fargo has been directed pursuant to the Titling Trust Agreement, Pooling and Servicing Agreement to enter into this Agreement and to perform its obligations hereunder; (bii) each of the representations, undertakings and agreements herein made on the part behalf of the Borrower Party B is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company representations of Wxxxx Fargo but is made and intended for the purpose for of binding only the Borrower, Cap Trust; and (ciii) nothing herein contained shall be construed as creating imposing any liability on Wilmington Trust CompanyWxxxx Fargo, individually or personally, to perform any covenant either express or implied contained herein, 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) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations hereto and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company Wxxxx Fargo in its individual capacity be personally liable for the any payment of any indebtedness or expenses of the Borrower or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower under this Supplement or the other related documentsAgreement.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this 2020-3 Servicing Supplement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee owner trustee of the BorrowerTitling Trust and the Settlor, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement and Settlor Trust Agreement, as applicable, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Titling Trust and the Settlor is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the BorrowerTitling Trust and the Settlor, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Titling Trust and the Settlor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Titling Trust and the Settlor under this 2020-3 Servicing Supplement or the other related documents.

Limitation of Liability. It is expressly understood and agreed by (a) Notwithstanding anything contained herein to the parties hereto that contrary, (a) this Supplement is Agreement has been executed and delivered by Wilmington Deutsche Bank Trust CompanyCompany Delaware, not individually or personally in its individual capacity but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the Borrower, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Owner Trustee and the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Deutsche Bank Trust Company Delaware but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Deutsche Bank Trust CompanyCompany Delaware, individually or personally, to perform any covenant either express expressed or implied contained hereinherein of the Owner Trustee or the Issuer, 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) Wilmington Deutsche Bank Trust Company Delaware has made no investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Issuer in this Agreement, Agreement and (e) under no circumstances shall Wilmington Deutsche Bank Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Owner Trustee or the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower under this Supplement Owner Trustee or the Issuer under Agreement or any other related documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Indenture is executed and delivered by Wilmington U.S. Bank Trust CompanyNational Association, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerHyundai Auto Receivables Trust 2024-A, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington U.S. Bank Trust Company National Association but is made and intended for the purpose for binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington U.S. Bank Trust Company, National Association individually or personally, to perform any covenant either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Wilmington U.S. Bank Trust Company National Association has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer in this Agreement, Indenture and (e) under no circumstances shall Wilmington U.S. Bank Trust Company National Association be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Indenture or the any other related documents.. 64 (2024-A Indenture)

Limitation of Liability. It is expressly understood and ----------------------- agreed by the parties Parties hereto that (a) this Supplement Agreement is executed and delivered by the Wilmington Trust Company (the "Trust Company"), not individually or ------------- personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee manager of the BorrowerOwner Lessors under the Lessor LLC Agreements, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementpursuant thereto, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Owner Lessors is made and intended not as a personal representationsrepresentation, undertakings undertaking and agreements agreement by Wilmington the Trust Company Company, but is made and intended for the purpose for of binding only the BorrowerOwner Lessors, (c) nothing herein contained shall be construed as creating any liability on Wilmington the Trust Company, Company individually or personally, to perform any covenant either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties Parties hereto and or by any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Owner Lessors or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Owner Lessors under this Supplement or the other related documentsAgreement.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement document is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust Company Trust, National Association but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant either express expressed or implied contained herein, 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, and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or under the Notes or any of the other related documentsTransaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (ai) this Supplement Agreement is executed and delivered by Wilmington Trust CompanyTrust, National Association ("WTNA"), not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the Borrower, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement, (bii) each of the representations, ,undertakings and agreements herein made on the part of the Borrower is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company WTNA but is made and intended for the purpose for of binding only the Borrower, (ciii) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyWTNA, individually or personally, to perform any covenant either express expressed or implied [***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION contained hereinherein of the Borrower, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (div) Wilmington Trust Company WTNA has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer Borrower in this Agreement, Agreement and (ev) under no circumstances shall Wilmington Trust Company WTNA be personally liable for the payment of any indebtedness or expenses of the Borrower or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower under this Supplement Agreement or the any other related documentsdocuments [Remainder of page intentionally left blank.] [***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Facility Lease is executed and delivered by Wilmington Trust CompanyCompany ("Wilmington"), not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee manager of the BorrowerOwner Lessor under the LLC Agreement, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementpursuant thereto, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Owner Lessor is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the BorrowerOwner Lessor, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and or by any Person claiming by, through or under the parties hereto, hereto and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company Wilmington, be personally liable for the payment of any indebtedness or expenses of the Borrower Owner Lessor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Owner Lessor under this Supplement or the other related documentsFacility Lease.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington Trust CompanyTrust, National Association (“WTNA”), not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Receivables Trust Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company WTNA but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyWTNA, individually or personally, to perform any covenant either express expressed or implied contained hereinherein of the Issuer, 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) Wilmington Trust Company WTNA has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, Agreement and (e) under no circumstances shall Wilmington Trust Company WTNA be personally liable for the payment of any indebtedness or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or the any other related documents.. [THIS SPACE LEFT INTENTIONALLY BLANK]

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Agreement is executed and delivered by Wilmington Trust CompanyTrust, National Association, not individually or personally personally, but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerIssuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Titling Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Borrower Issuer is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust Company Trust, National Association, but is made and intended for the purpose for of binding only the BorrowerIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyTrust, National Association, individually or personally, to perform any covenant either express expressed or implied contained herein, 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) Wilmington Trust Company Trust, National Association has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuer or any other Person in this Agreement, Agreement and (e) under no circumstances shall Wilmington Trust Company Trust, National Association be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Borrower Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Issuer under this Supplement Agreement or under the Notes or any of the other related documentsTransaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this 2020-2 Servicing Supplement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee owner trustee of the BorrowerTitling Trust and the Settlor, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement and Settlor Trust Agreement, as applicable, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower Titling Trust and the Settlor is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the BorrowerTitling Trust and the Settlor, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower Titling Trust and the Settlor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower Titling Trust and the Settlor under this 2020-2 Servicing Supplement or the other related documents.

Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement Release and Assignment Agreement is executed and delivered by Wilmington Trust CompanyThe Bank of New York (Delaware), not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the BorrowerVFC Trust, in the exercise of the powers and authority conferred upon and vested in it under the Titling Trust Agreementit, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower VFC Trust is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company The Bank of New York (Delaware) but is made and intended for the purpose for binding only the BorrowerVFC Trust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust CompanyThe Bank of New York (Delaware), individually or personally, to perform any covenant covenant, either express expressed or implied implied, contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, and (d) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall Wilmington Trust Company The Bank of New York (Delaware) to be personally liable for the payment of any indebtedness or expenses of the Borrower VFC Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower VFC Trust under this Supplement or the other related documentsRelease and Assignment Agreement.