Common use of Concerning the Owner Trustee Clause in Contracts

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

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

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

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

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

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

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

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

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

Concerning the Owner Trustee. It is expressly understood MTC and agreed by the parties hereto that (a) Xxxxxxx X. Xxxxx are entering into this Agreement is executed and delivered by BNY Mellon Trust of Delaware (“BNY Delaware”), not individually or personally but Facility Lease solely as Owner Trustee of under the Issuing Entity Trust Agreement and Grantor Trust Trustee of not in their individual capacities. Anything herein to the Grantor Trustcontrary notwithstanding, in the exercise of the powers all and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, as applicable, is Owner Trustee are made and intended not as personal representations, warranties, undertakings and agreements by BNY Delaware or for the purpose or with the intention of binding MTC and Xxxxxxx X. Xxxxx personally but is are made and intended for the purpose of binding only the Issuing Entity Trust Estate, and this Facility Lease is executed and delivered by the Owner Trustee solely in the exercise of the powers expressly conferred upon it as trustee under the Trust Agreement; and no personal liability or Grantor Trustresponsibility is assumed hereunder by or shall at any time be enforceable against MTC and Xxxxxxx X. Xxxxx or any successor in trust or the Owner Participant on account of any representation, as applicablewarranty, (c) nothing herein contained shall be construed as creating any liability on BNY Delawareundertaking or agreement hereunder of the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicableimplied, all such personal liability, if any, being expressly waived by the parties hereto and by Lessee, except that the Lessee or any Person claiming by, through or under the parties heretoit, (d) BNY Delaware has made no investigation as making a claim hereunder, may look to the accuracy Trust Estate for satisfaction of the same and the Owner Trustee or completeness of any representations and warranties made by the Issuing Entity or Grantor Trustits successor in trust, as applicable, in this Agreement and (e) under no circumstances shall BNY Delaware be personally liable for its own gross negligence or willful misconduct. If a successor owner trustee is appointed in accordance with the payment of any indebtedness or expenses terms of the Issuing Entity or Grantor TrustTrust Agreement, as applicablesuch successor owner trustee shall, or without any further act, succeed to all the rights, duties, immunities and obligations of the Owner Trustee hereunder and the predecessor owner trustee shall be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity or Grantor Trust, as applicable, under this Agreementreleased from all further duties and obligations hereunder.

Concerning the Owner Trustee. It Indenture Trustee and the ------------------------------------------------------- Pass-Through Trustee. Each of Trust Company and Allfirst is entering into this -------------------- Agreement solely in its capacities (except to the extent otherwise expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by BNY Mellon Trust of Delaware (“BNY Delaware”indicated), in the case of Trust Company, not individually or personally in its individual capacity but solely as Owner Trustee of under the Issuing Entity and Grantor Trust Trustee of the Grantor TrustAgreement, in the exercise case of Allfirst, not in its individual capacity but solely as Indenture Trustee under the powers Indenture and authority conferred as Pass- Through Trustee under the Pass-Through Trust Agreement and vested as Subordination Agent under the Subordination Agreement, and except as otherwise expressly provided in itthis Agreement or in the Lease, the Indenture, the Pass-Through Trust Agreement or the Trust Agreement, neither Trust Company nor Allfirst shall be personally liable for or on account of its statements, representations, warranties, covenants or obligations under this Agreement; provided, however, that each of Trust Company and Allfirst accepts the benefits -------- ------- running to it under this Agreement, and each agrees that (except as otherwise expressly provided in this Agreement or any other Operative Agreement to which it is a party) it shall be liable in its individual capacity for (a) its own gross negligence or willful misconduct (whether in its capacity as trustee or in its individual capacity), (b) each any breach of representations and warranties or any breach of covenants made in its individual capacity pursuant to or in connection with this Agreement or the representations, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, as applicable, other Operative Agreements to which it is made and intended not as personal representations, undertakings and agreements by BNY Delaware but is made and intended for the purpose of binding only the Issuing Entity or Grantor Trust, as applicablea party, (c) nothing herein contained shall be construed as creating any liability on BNY Delawarebreach, individually or personally, to perform any covenant either expressed or implied contained herein in the case of the Issuing Entity or Owner Trustee, of its covenants contained in Sections 3.05 and 3.08 of the Grantor Trust, respectively, as applicable, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties heretoIndenture, (d) BNY Delaware has made no investigation as the failure to the accuracy or completeness of any representations use ordinary care in receiving, handling and warranties made by the Issuing Entity or Grantor Trustdisbursing funds, as applicable, in this Agreement and (e) under no circumstances shall BNY Delaware be personally liable for in the payment of any indebtedness or expenses case of the Issuing Entity Owner Trustee, Lessor's Liens attributable to it in its individual capacity, (f) in the case of the Indenture Trustee, Indenture Trustee's Liens, and (g) taxes, fees or Grantor Trust, as applicableother charges on, or be liable for based on, or measured by, any fees, commissions or compensation received by it in connection with the breach or failure of any obligation, representation, warranty or covenant made or undertaken transactions contemplated by the Issuing Entity or Grantor Trust, as applicable, under this AgreementOperative Agreements.

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

Concerning the Owner Trustee. It is expressly understood and agreed by the parties hereto that (ai) this Agreement is executed and delivered by BNY Mellon U.S. Bank Trust of Delaware (“BNY Delaware”)National Association, not individually or personally but solely in its capacity as Owner Trustee trustee on behalf of the Issuing Entity and Grantor Trust Trustee Issuer (in such capacity, the “Owner Trustee”), at the direction of the Grantor Trust, Board of Trustees or its designated agents pursuant to and in the exercise of the powers and authority conferred and vested in it, it under the Trust Agreement (bii) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, as applicable, Issuer is made and intended not as personal representations, warranties, undertakings and agreements by BNY Delaware U.S. Bank Trust National Association or the Owner Trustee but is made and intended for the purpose of binding, and is binding only on, the Issuing Entity or Grantor Trust, as applicableIssuer, (ciii) nothing 111 herein contained shall be construed as creating any obligation or liability on BNY DelawareU.S. Bank Trust National Association, individually or personallypersonally or as Owner Trustee, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicableherein, all such obligation or liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (div) BNY Delaware U.S. Bank Trust National Association, individually and as Owner Trustee, has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuing Entity or Grantor Trust, as applicable, Issuer in this Agreement and (ev) under no circumstances shall BNY Delaware U.S. Bank Trust National Association or the Owner Trustee be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Issuing Entity or Grantor Trust, as applicable, Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity Issuer under this Agreement or Grantor Trustany other related documents, as applicable, under this Agreementto all of which recourse shall be had solely to the assets of the Issuer.

Concerning the Owner Trustee. It is expressly understood and agreed by the parties hereto that (ai) this Agreement is executed and delivered by BNY Mellon U.S. Bank Trust of Delaware (“BNY Delaware”)National Association, not individually or personally but solely in its capacity as Owner Trustee trustee on behalf of the Issuing Entity and Grantor Trust Trustee Issuer (in such capacity, the “Owner Trustee”), at the direction of the Grantor Trust, Board of Trustees or its designated agents pursuant to and in the exercise of the powers and authority conferred and vested in it, it under the Trust Agreement (bii) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, as applicable, Issuer is made and intended not as personal representations, warranties, undertakings and agreements by BNY Delaware U.S. Bank Trust National Association or the Owner Trustee but is made and intended for the purpose of binding, and is binding only on, the Issuing Entity or Grantor Trust, as applicableIssuer, (ciii) nothing herein contained shall be construed as 107 creating any obligation or liability on BNY DelawareU.S. Bank Trust National Association, individually or personallypersonally or as Owner Trustee, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicableherein, all such obligation or liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (div) BNY Delaware U.S. Bank Trust National Association, individually and as Owner Trustee, has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuing Entity or Grantor Trust, as applicable, Issuer in this Agreement and (ev) under no circumstances shall BNY Delaware U.S. Bank Trust National Association or the Owner Trustee be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Issuing Entity or Grantor Trust, as applicable, Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity Issuer under this Agreement or Grantor Trustany other related documents, as applicable, under this Agreementto all of which recourse shall be had solely to the assets of the Issuer.

Concerning the Owner Trustee. It FNB is expressly understood and agreed by the parties hereto that (a) entering into this Agreement is executed and delivered by BNY Mellon Trust of Delaware (“BNY Delaware”), not individually or personally but Facility Lease solely as Owner Trustee of under the Issuing Entity Trust Agreement and Grantor Trust Trustee of not in its individual capacity. Anything herein to the Grantor Trustcontrary notwithstanding, in the exercise of the powers all and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, as applicable, is Owner Trustee are made and intended not as personal representations, warranties, undertakings and agreements by BNY Delaware or for the purpose or with the intention of binding FNB personally but is are made and intended for the purpose of binding only the Issuing Entity Trust Estate, and this Facility Lease is executed and delivered by the Owner Trustee solely in the exercise of the powers expressly conferred upon it as trustee under the Trust Agreement; and no personal liability or Grantor Trustresponsibility is assumed hereunder by or shall at any time be enforceable against r~8 or any successor in trust or the Owner Participant on account of any representation, as applicablewarranty, (c) nothing herein contained shall be construed as creating any liability on BNY Delawareundertaking or agreement hereunder of the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicableimplied, all such personal liability, if any, being expressly waived by the parties hereto and by Lessee, except that the Lessee or any Person claiming by, through or under the parties heretoit, (d) BNY Delaware has made no investigation as making claim hereunder, may look to the accuracy Trust Estate for satisfaction of the same and the Owner Trustee or completeness of any representations and warranties made by the Issuing Entity or Grantor Trustits successor in trust, as applicable, in this Agreement and (e) under no circumstances shall BNY Delaware be personally liable for its own gross negligence or willful misconduct. If a successor owner trustee is appointed in accordance with the payment of any indebtedness or expenses terms of the Issuing Entity or Grantor TrustTrust Agreement, as applicablesuch successor owner trustee shall, or be liable for without any further act, succeed to all the breach or failure of any obligationrights, representationduties, warranty or covenant made or undertaken by the Issuing Entity or Grantor Trust, as applicable, under this Agreement.immunities

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

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

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

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

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

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

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

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

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

Concerning the Owner Trustee. It is expressly understood and agreed by the parties hereto that (ai) this Agreement is executed and delivered by BNY Mellon U.S. Bank Trust of Delaware (“BNY Delaware”)National Association, not individually or personally but solely in its capacity as Owner Trustee trustee on behalf of the Issuing Entity and Grantor Trust Trustee Issuer (in such capacity, the “Owner Trustee”), at the direction of the Grantor Trust, Board of Trustees or its designated agents pursuant to and in the exercise of the powers and authority conferred and vested in it, it under the Trust Agreement (bii) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuing Entity or Grantor Trust, as applicable, Issuer is made and intended not as personal representations, warranties, undertakings and agreements by BNY Delaware U.S. Bank Trust National Association or the Owner Trustee but is made and intended for the purpose of binding, and is binding only on, the Issuing Entity or Grantor Trust, as applicableIssuer, (ciii) nothing herein contained shall be construed as creating any obligation or liability on BNY DelawareU.S. Bank Trust National Association, individually or personallypersonally or as Owner Trustee, to perform any covenant 108 either expressed or implied contained herein of the Issuing Entity or the Grantor Trust, respectively, as applicableherein, all such obligation or liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (div) BNY Delaware U.S. Bank Trust National Association, individually and as Owner Trustee, has made no investigation as to the accuracy or completeness of any representations and or warranties made by the Issuing Entity or Grantor Trust, as applicable, Issuer in this Agreement and (ev) under no circumstances shall BNY Delaware U.S. Bank Trust National Association or the Owner Trustee be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Issuing Entity or Grantor Trust, as applicable, Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity Issuer under this Agreement or Grantor Trustany other related documents, as applicable, under this Agreementto all of which recourse shall be had solely to the assets of the Issuer.