Common use of Owner Trustee Not Liable for Certificates or Receivables Clause in Contracts

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, any other Transaction Document, the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including the existence, condition and ownership of any Financed Vehicle, the existence and enforceability of any insurance thereon, the existence and contents of any Receivable on any computer or other record thereof, the validity of the assignment of any Receivable to the Trust or any intervening assignment, the completeness of any Receivable, the performance or enforcement of any Receivable, the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Document or in any related document, or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the DepositorDepositor and the Company, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor Depositor, the Company or the Servicer with any warranty or representation made under any Transaction Basic Document or in any related document, document or the accuracy of any such warranty or representation representation, or any action of the Indenture TrusteeAdministrator, the Administrator Indenture Trustee or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, any other Transaction Document, Agreement or of the Certificates or of the Notes (other than the signature and countersignature of execution by the Owner Trustee on behalf of the Issuer of, and the certificate of authentication on, the Certificates) ). The Owner Trustee shall have no obligation to perform any of the duties of the Servicer or the Notes, or of any Receivable or related documentsAdministrator. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of the Certificates, the Notes or any Receivable, or the perfection and priority of any security ownership interest created by any Receivable in any Financed Vehicle Vehicle, or the maintenance of any such perfection and priorityownership interest, or for or with respect to the sufficiency efficacy of the Owner Trust Estate Issuer or its ability to generate the payments to be distributed to the Certificateholders Securityholders under this Trust Agreement or to the Noteholders under the Indenture, as applicable, including without limitation the validity of the assignment of the Receivables to the Issuer or of any intervening assignment; the existence, condition condition, location and ownership of any Receivable or Financed Vehicle, ; the existence and enforceability of any insurance thereon, physical damage or credit life or credit disability insurance; the existence and contents of any Receivable on retail installment sales contract or any computer or other record thereof, the validity of the assignment of any Receivable to the Trust or any intervening assignment, ; the completeness of any Receivable, retail installment sales contract; the performance or enforcement of any Receivable, retail installment sales contract; the compliance by the Depositor Issuer with any covenant or the Servicer with breach by the Issuer of any warranty or representation made under any Transaction Document this Agreement or in any related document, or document and the accuracy of any such warranty or representation prior to the Owner Trustee’s receipt of notice or other discovery of any noncompliance therewith or any breach thereof; the acts or omissions of the Issuer or the Servicer; or any action by the Owner Trustee taken at the instruction of the Indenture TrusteeCertificateholders, provided, however, that the Administrator foregoing shall not relieve the Owner Trustee of its obligation to perform its duties under this Agreement. The Owner Trustee shall not be accountable for the use or application by the Issuer of any of the Certificates or of the proceeds of such Certificates, of any of the Notes or of the proceeds of such Notes, or for the use or application of any funds paid to the Servicer taken in the name respect of the Owner TrusteeCertificates.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, any other Transaction Document, the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including the existence, condition and ownership of any Financed Vehicle, the existence and enforceability of any insurance thereon, the existence and contents of any Receivable on any computer or other record thereof, the validity of the assignment of any Receivable to the Trust or any intervening assignment, the completeness of any Receivable, the performance or enforcement of any Receivable, the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Document or in any related document, or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, any other Transaction Document, Agreement or of the Certificates or of the Notes (other than the signature and countersignature of execution by the Owner Trustee on behalf of the Trust of, and the certificate of authentication on, the Certificates) ). The Owner Trustee shall have no obligation to perform any of the duties of the Servicer or the Notes, or of any Receivable or related documentsAdministrator. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of the Certificates, the Notes or any Receivable, or the perfection and priority of any security ownership interest created by any Receivable in any Financed Vehicle Vehicle, or the maintenance of any such perfection and priorityownership interest, or for or with respect to the sufficiency efficacy of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders Securityholders under this Trust Agreement or to the Noteholders under and the Indenture, including without limitation the validity of the assignment of the Receivables to the Trust or of any intervening assignment; the existence, condition condition, location and ownership of any Receivable or Financed Vehicle, ; the existence and enforceability of any insurance thereon, physical damage or credit life or credit disability insurance; the existence and contents of any Receivable on retail installment sales contract or any computer or other record thereof, the validity of the assignment of any Receivable to the Trust or any intervening assignment, ; the completeness of any Receivable, retail installment sales contract; the performance or enforcement of any Receivable, retail installment sales contract; the compliance by the Depositor Trust with any covenant or the Servicer with breach by the Trust of any warranty or representation made under any Transaction Document this Agreement or in any related document, or document and the accuracy of any such warranty or representation prior to the Owner Trustee’s receipt of notice or other discovery of any noncompliance therewith or any breach thereof; the acts or omissions of the Trust or the Servicer; or any action by the Owner Trustee taken at the instruction of the Indenture TrusteeCertificateholders, provided, however, that the Administrator foregoing shall not relieve the Owner Trustee of its obligation to perform its duties under this Agreement. The Owner Trustee shall not be accountable for the use or application by the Issuer of any of the Certificates or of the proceeds of such Certificates, of any of the Notes or of the proceeds of such Notes, or for the use or application of any funds paid to the Servicer taken in the name respect of the Owner TrusteeCertificates.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Basic Document or in any related document, or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Basic Document or in any related document, or the accuracy of any such warranty or representation representation, or any action of the Indenture Trustee, the Administrator or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes Co-Trustees make no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee Trustee, the Delaware Trustee, The Bank of New York and The Bank of New York (Delaware) shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Basic Document or in any related document, or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer or any subservicer taken in the name of the Owner Trustee or the Delaware Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust Issuer or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Basic Document or in any related document, document or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, Depositor and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or Depositor, the Servicer or any other Person with any warranty or representation made under any Transaction Basic Document or in any related document, document or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator Trustee or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Basic Document or in any related document, or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall will be taken as the statements of the Depositor, Certificateholders and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, the Certificates Basic Document or of any Certificate (other than the signature and countersignature of the Owner Trustee on the Certificatesany Certificate) or the Notes, or of any Receivable or related documents. The Owner Trustee shall will at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or Depositor, the Servicer or any other Person with any warranty or representation made under any Transaction Basic Document or in any related document, document or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator Trustee or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, any other Transaction Document, the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation, the existence, condition and ownership of any Financed Vehicle, the existence and enforceability of any insurance thereon, the existence and contents of any Receivable on any computer or other record thereof, the validity of the assignment of any Receivable to the Trust or any intervening assignment, the completeness of any Receivable, the performance or enforcement of any Receivable, the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Document or in any related document, or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, any other Transaction Document, Agreement or of the Certificates or of the Notes (other than the signature and countersignature of execution by the Owner Trustee on behalf of the Trust of, and the certificate of authentication on, the Certificates) ). The Owner Trustee shall have no obligation to perform any of the duties of the Servicer or the Notes, or of any Receivable or related documentsAdministrator. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of the Certificates, the Notes or any Receivable, or the perfection and priority of any security ownership interest created by any Receivable in any Financed Vehicle Vehicle, or the maintenance of any such perfection and priorityownership interest, or for or with respect to the sufficiency efficacy of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders Securityholders under this Trust Agreement or to the Noteholders under and the Indenture, including without limitation the validity of the assignment of the Receivables to the Trust or of any intervening assignment; the existence, condition condition, location and ownership of any Receivable or Financed Vehicle, ; the existence and enforceability of any insurance thereon, physical damage or credit life or credit disability insurance; the existence and contents of any Receivable on retail installment sales contract or any computer or other record thereof, the validity of the assignment of any Receivable to the Trust or any intervening assignment, ; the completeness of any Receivable, retail installment sales contract; the performance or enforcement of any Receivable, retail installment sales contract; the compliance by the Depositor Trust with any covenant or the Servicer with breach by the Trust of any warranty or representation made under any Transaction Document this Agreement or in any related document, or document and the accuracy of any such warranty or representation prior to the Owner Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereof; the acts or omissions of the Trust or the Servicer; or any action by the Owner Trustee taken at the instruction of the Indenture TrusteeCertificateholders, provided, however, that the Administrator foregoing shall not relieve the Owner Trustee of its obligation to perform its duties under this Agreement. The Owner Trustee shall not be accountable for the use or application by the Issuer of any of the Certificates or of the proceeds of such Certificates, of any of the Notes or of the proceeds of such Notes, or for the use or application of any funds paid to the Servicer taken in the name respect of the Owner TrusteeCertificates.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the certificated Certificates (other than the signature and countersignature of the Owner Trustee on the such Certificates) shall be taken as the statements of the Depositor, Depositor and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the certificated Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor Depositor, the Master Servicer or the Servicer any other Person with any warranty or representation made under any Transaction Basic Document or in any related document, document or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator Trustee or the Master Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, any other Transaction Document, Agreement or of the Certificates or of the Notes (other than the signature and countersignature of execution by the Owner Trustee on behalf of the Trust of, and the certificate of authentication on, the Certificates) ). The Owner Trustee shall have no obligation to perform any of the duties of the Servicer or the Notes, or of any Receivable or related documentsAdministrator. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of the Certificates, the Notes or any Receivable, or the perfection and priority of any security ownership interest created by any Receivable in any Financed Vehicle Vehicle, or the maintenance of any such perfection and priorityownership interest, or for or with respect to the sufficiency efficacy of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders Securityholders under this Trust Agreement or to the Noteholders under the Indenture, as applicable, including without limitation the validity of the assignment of the Receivables to the Trust or of any intervening assignment; the existence, condition condition, location and ownership of any Receivable or Financed Vehicle, ; the existence and enforceability of any insurance thereon, physical damage or credit life or credit disability insurance; the existence and contents of any Receivable on retail installment sales contract or any computer or other record thereof, the validity of the assignment of any Receivable to the Trust or any intervening assignment, ; the completeness of any Receivable, retail installment sales contract; the performance or enforcement of any Receivable, retail installment sales contract; the compliance by the Depositor Trust with any covenant or the Servicer with breach by the Trust of any warranty or representation made under any Transaction Document this Agreement or in any related document, or document and the accuracy of any such warranty or representation prior to the Owner Trustee’s receipt of notice or other discovery of any noncompliance therewith or any breach thereof; the acts or omissions of the Trust or the Servicer; or any action by the Owner Trustee taken at the instruction of the Indenture TrusteeCertificateholders, provided, however, that the Administrator foregoing shall not relieve the Owner Trustee of its obligation to perform its duties under this Agreement. The Owner Trustee shall not be accountable for the use or application by the Trust of any of the Certificates or of the proceeds of such Certificates, of any of the Notes or of the proceeds of such Notes, or for the use or application of any funds paid to the Servicer taken in the name respect of the Owner TrusteeCertificates.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the certificated Certificates (other than the signature and countersignature of the Owner Trustee on the such Certificates) shall be taken as the statements of the Depositor, Depositor and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the certificated Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor Depositor, the Master Servicer or the Servicer any other Person with any warranty or representation made under any Transaction Basic Document or in any related document, document or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator Trustee or the Master Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, Transferor and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders Certificateholder under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or Transferor, the Servicer or any other Person with any warranty or representation made under any Transaction Basic Document or in any related document, document or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator Trustee or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the certificated Certificates (other than the signature and countersignature of the Owner Trustee on the such Certificates) shall be taken as the statements of the Depositor, Depositor and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the certificated Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or Depositor, the Servicer or any other Person with any warranty or representation made under any Transaction Basic Document or in any related document, document or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature the certificate of authentication of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, any other Transaction Basic Document, the Certificates (other than the signature and countersignature the certificate of authentication of the Owner Trustee on the CertificatesCertificates and the representations and warranties in Section 7.03) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust Issuer or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor Depositor, the Seller or the Master Servicer with any warranty or representation made under any Transaction Basic Document or in any related document, or the accuracy of any such warranty or representation representation, or any action of the Indenture TrusteeAdministrator, the Administrator Indenture Trustee or the Master Servicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, Transferor and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders each Certificateholder under this Trust Agreement or to the Noteholders under the Indenture, including including: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or Transferor, the Servicer or any other Person with any warranty or representation made under any Transaction Basic Document or in any related document, document or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator Trustee or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes make no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Neither the Bank nor the Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Basic Document or in any related document, or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, any other Transaction Document, Agreement or of the Certificates or of the Notes (other than the signature and countersignature of execution by the Owner Trustee on behalf of the Issuer of, and the certificate of authentication on, the Certificates) ). The Owner Trustee shall have no obligation to perform any of the duties of the Servicer or the Notes, or of any Receivable or related documentsAdministrator. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of the Certificates, the Notes or any Receivable, or the perfection and priority of any security ownership interest created by any Receivable in any Financed Vehicle Vehicle, or the maintenance of any such perfection and priorityownership interest, or for or with respect to the sufficiency efficacy of the Owner Trust Estate Issuer or its ability to generate the payments to be distributed to Securityholders [and the Certificateholders Swap Counterparty] under this Trust Agreement or to the Noteholders under the Indenture, as applicable, including without limitation the validity of the assignment of the Receivables to the Issuer or of any intervening assignment; the existence, condition condition, location and ownership of any Receivable or Financed Vehicle, ; the existence and enforceability of any insurance thereon, physical damage or credit life or credit disability insurance; the existence and contents of any Receivable on retail installment sales contract or any computer or other record thereof, the validity of the assignment of any Receivable to the Trust or any intervening assignment, ; the completeness of any Receivable, retail installment sales contract; the performance or enforcement of any Receivable, retail installment sales contract; the compliance by the Depositor Issuer with any covenant or the Servicer with breach by the Issuer of any warranty or representation made under any Transaction Document this Agreement or in any related document, or document and the accuracy of any such warranty or representation prior to the Owner Trustee’s receipt of notice or other discovery of any noncompliance therewith or any breach thereof; the acts or omissions of the Issuer or the Servicer; or any action by the Owner Trustee taken at the instruction of the Indenture TrusteeCertificateholders, provided, however, that the Administrator foregoing shall not relieve the Owner Trustee of its obligation to perform its duties under this Agreement. The Owner Trustee shall not be accountable for the use or application by the Issuer of any of the Certificates or of the proceeds of such Certificates, of any of the Notes or of the proceeds of such Notes, or for the use or application of any funds paid to the Servicer taken in the name respect of the Owner TrusteeCertificates.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, any other Transaction Document, the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders or the Seller, as holder of the Residual Interest, under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation, the existence, condition and ownership of any Financed Vehicle, the existence and enforceability of any insurance thereon, the existence and contents of any Receivable on any computer or other record thereof, the validity of the assignment of any Receivable to the Trust or any intervening assignment, the completeness of any Receivable, the performance or enforcement of any Receivable, the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Document or in any related document, or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the DepositorDepositor and the Company, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor Depositor, the Company, the Servicer or the Backup Servicer with any warranty or representation made under any Transaction Basic Document or in any related document, document or the accuracy of any such warranty or representation representation, or any action of the Administrator, the Indenture Trustee, the Administrator Servicer, the Backup Servicer or the Servicer any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, any other Transaction Document, the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders [or the Swap Counterparty] under the Indenture, including the existence, condition and ownership of any Financed Vehicle, the existence and enforceability of any insurance thereon, the existence and contents of any Receivable on any computer or other record thereof, the validity of the assignment of any Receivable to the Trust or any intervening assignment, the completeness of any Receivable, the performance or enforcement of any Receivable, the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Document or in any related document, or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the certificated Certificates (other than the signature and countersignature of the Owner Trustee on the such Certificates) shall be taken as the statements of the Depositor, Depositor and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the certificated Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor Depositor, the Master Servicer or the Servicer any other Person with any warranty or representation made under any Transaction Basic Document or in any related document, document or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Master Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, any other Transaction Document, the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders or the Swap Counterparty under the Indenture, including the existence, condition and ownership of any Financed Vehicle, the existence and enforceability of any insurance thereon, the existence and contents of any Receivable on any computer or other record thereof, the validity of the assignment of any Receivable to the Trust or any intervening assignment, the completeness of any Receivable, the performance or enforcement of any Receivable, the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Document or in any related document, or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, any other Transaction Document, Agreement or of the Certificates or of the Notes (other than the signature and countersignature of execution by the Owner Trustee on behalf of the Trust of, and the certificate of authentication on, the Certificates) ). The Owner Trustee shall have no obligation to perform any of the duties of the Servicer or the Notes, or of any Receivable or related documentsAdministrator. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of the Certificates, the Notes or any Receivable, or the perfection and priority of any security ownership interest created by any Receivable in any Financed Vehicle Vehicle, or the maintenance of any such perfection and priorityownership interest, or for or with respect to the sufficiency efficacy of the Owner Trust Estate or its ability to generate the payments to be distributed to Securityholders and the Certificateholders Swap Counterparty under this Trust Agreement or to the Noteholders under and the Indenture, including without limitation the validity of the assignment of the Receivables to the Trust or of any intervening assignment; the existence, condition condition, location and ownership of any Receivable or Financed Vehicle, ; the existence and enforceability of any insurance thereon, physical damage or credit life or credit disability insurance; the existence and contents of any Receivable on retail installment sales contract or any computer or other record thereof, the validity of the assignment of any Receivable to the Trust or any intervening assignment, ; the completeness of any Receivable, retail installment sales contract; the performance or enforcement of any Receivable, retail installment sales contract; the compliance by the Depositor Trust with any covenant or the Servicer with breach by the Trust of any warranty or representation made under any Transaction Document this Agreement or in any related document, or document and the accuracy of any such warranty or representation prior to the Owner Trustee’s receipt of notice or other discovery of any noncompliance therewith or any breach thereof; the acts or omissions of the Trust or the Servicer; or any action by the Owner Trustee taken at the instruction of the Indenture TrusteeCertificateholders, provided, however, that the Administrator foregoing shall not relieve the Owner Trustee of its obligation to perform its duties under this Agreement. The Owner Trustee shall not be accountable for the use or application by the Issuer of any of the Certificates or of the proceeds of such Certificates, of any of the Notes or of the proceeds of such Notes, or for the use or application of any funds paid to the Servicer taken in the name respect of the Owner TrusteeCertificates.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the DepositorDepositor and the Company, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor Depositor, the Company or the Servicer with any warranty or representation made under any Transaction Basic Document or in any related document, document or the accuracy of any such warranty or representation representation, or any action of the Indenture TrusteeAdministrator, the Administrator Indenture Trustee or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, Depositor and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor Depositor, the Master Servicer or the Servicer any other Person with any warranty or representation made under any Transaction Basic Document or in any related document, document or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator Trustee or the Master Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Basic Document or in any related document, or the accuracy of any such warranty or representation representation, or any action of the Indenture Trustee, the Administrator, the Data Administrator or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate Property or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Basic Document or in any related document, or the accuracy of any such warranty or representation representation, or any action of the Indenture Trustee, the Administrator or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes make no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Neither the Bank nor the Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate Property or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Basic Document or in any related document, or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, Transferor and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders each Certificateholder under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or Transferor, the Servicer or any other Person with any warranty or representation made under any Transaction Basic Document or in any related document, document or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator Trustee or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, any other Transaction Document, the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders [or the Swap Counterparty] under the Indenture, including the existence, condition and ownership of any Financed Vehicle, the existence and enforceability of any insurance thereon, the existence and contents of any Receivable on any computer or other record thereof, the validity of the assignment of any Receivable to the Trust or any intervening assignment, the completeness of any Receivable, the performance or enforcement of any Receivable, the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Document or in any related document, or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or 22 28 sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust Issuer or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Basic Document or in any related document, document or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders 21 TRUST AGREEMENT under this Trust Agreement or to the Noteholders under the Indenture, including including: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust Issuer or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Basic Document or in any related document, document or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust the Sale and Servicing Agreement or to the Noteholders under the Indenture, including including: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust Issuer or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Basic Document or in any related document, document or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the any Paying Agent, Administrator or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust Issuer or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Basic Document or in any related document, document or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer or any subservicer taken in the name of the Owner Trustee.. TRUST AGREEMENT

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, PAC and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, any other Transaction Related Document, the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) ), the Notes or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate Property or its ability to generate the payments to be distributed to the Certificateholders Certificateholder(s) under this Trust Agreement or to the Noteholders under the Indenture, including including: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust Issuer or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by PAC, the Depositor Servicer, the Note Insurer or the Servicer any other Person with any warranty or representation made under any Transaction Related Document or in any related document, document or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator Trustee or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other Certificates(other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Basic Document or in any related document, or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, Transferor and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall 26 <PAGE> at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders each Certificateholder under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or Transferor, the Servicer or any other Person with any warranty or representation made under any Transaction Basic Document or in any related document, document or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator Trustee or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, Depositor and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust Issuer or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Basic Document or in any related document, document or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator Administrator, Administrative Agent or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates Certifi catex (other xxher than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee and the Bank shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Basic Document or in any related document, or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer or any subservicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust the Sale and Servicing Agreement or to the Noteholders under the Indenture, including including: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust Issuer or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Document or in any related document, or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer taken in the name of the Owner Trustee.TRUST AGREEMENT

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes Co-Trustees make no representations as to the validity or sufficiency of this Trust Agreement, of any other Transaction Document, Basic Document or of the Certificates (other than the signature and countersignature of the Owner Trustee on the Certificates) or the Notes, or of any Receivable or related documents. The Owner Trustee Trustee, the Delaware Trustee, The Bank of New York and The Bank of New York (Delaware) shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Trust Agreement or to the Noteholders under the Indenture, including including, without limitation: the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust or any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, the compliance by the Depositor or the Servicer with any warranty or representation made under any Transaction Document or in any related document, or the accuracy of any such warranty or representation or any action of the Indenture Trustee, the Administrator or the Servicer taken in the name of the Owner Trustee.of

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee and the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, any other Transaction Basic Document, the Certificates (other than the signature and the countersignature of the Owner Trustee on the Certificates) or Certificates and the certificate of authentication on the Certificates and the representations and warranties in Section 7.03), the Notes, any Receivable or of any Receivable or related documentsdocument. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to Certificateholders or the Certificateholders Seller, as holder of the Residual Interest, under this Trust Agreement or to the Noteholders under the Indenture, including the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust Issuer or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor Depositor, the Insurer, the Seller or the Servicer with any warranty or representation made under any Transaction Basic Document or in any related document, document or the accuracy of any such warranty or representation representation, or any action of the Indenture TrusteeAdministrator, the Administrator Indenture Trustee or the Servicer taken in the name of the Owner Trustee.

Owner Trustee Not Liable for Certificates or Receivables. The recitals contained herein and in the Certificates (other than the signature and countersignature of the Owner Trustee and the certificate of authentication on the Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Trust Agreement, any other Transaction Document, Basic Document or the Certificates (other than the signature and the countersignature of the Owner Trustee on the CertificatesCertificates and the certificate of authentication on the Certificates and the representations and warranties in Section 7.03) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to Certificateholders or the Certificateholders Seller, as holder of the Residual Interest, under this Trust Agreement or to the Noteholders under the Indenture, including the existence, condition and ownership of any Financed Vehicle, ; the existence and enforceability of any insurance thereon, ; the existence and contents of any Receivable on any computer or other record thereof, ; the validity of the assignment of any Receivable to the Trust Issuer or of any intervening assignment, ; the completeness of any Receivable, ; the performance or enforcement of any Receivable, ; the compliance by the Depositor Depositor, the Insurer, the Seller, the Master Servicer or the Servicer Subservicer with any warranty or representation made under any Transaction Basic Document or in any related document, document or the accuracy of any such warranty or representation representation, or any action of the Administrator, the Indenture Trustee, the Administrator Master Servicer or the Servicer Subservicer taken in the name of the Owner Trustee.