Common use of Acceptance of Trusts and Duties Clause in Contracts

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder; (c) No provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under the Basic Documents other than as set forth in this Trust Agreement; (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Servicer, unless such Servicer has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Holding Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4 hereof, (iv) for any investments issued by the Owner Trustee in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made by a Trust Responsible Officer of the Owner TrusteeTrustee (except in the case of willful misconduct, bad faith or gross negligence); (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, Servicer or the Administrator or any Holding Trust Certificateholder; (c) No no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under under no circumstances shall the Owner Trustee be liable for any representations, warranties or covenants of the Holding Trust or any other person (other than the Owner Trustee) or the indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Holding Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Indenture Trustee, any Noteholder or to any the Holding Trust Certificateholder, other than as expressly provided for herein or expressly agreed to and in the other Basic Documents; (f) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person the Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to monitor or perform the obligations of the Trust under this Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Indenture Trustee under the Indenture or the Sale and Servicing Agreement or by the Servicer under the Sale and Servicing Agreement; (g) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the ServicerHolding Trust Certificateholder, unless such Servicer the Holding Trust Certificateholder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence gross negligence, bad faith or willful misconduct in the performance of any such act; and; (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee, its directors, officers, agents or employees be responsible or liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), whether or not foreseeable and irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; (i) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge or received written notice thereof; (j) any funds deposited with the Owner Trustee may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of any investment undertaken at the direction of the Holders; and (k) the Owner Trustee undertakes to perform or observe only such of the obligations of the Owner Trustee as are expressly set forth in this Agreement, and no implied covenants or obligations with respect to the Noteholders or the Indenture Trustee shall be read into this Agreement or the other Basic Documents against the Owner Trustee. The Owner Trustee shall not be deemed to owe any fiduciary duties duty to the ServicerIndenture Trustee or the Noteholders.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of this AgreementTrust Agreement and the other Basic Documents. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, negligence or negligence bad faith or negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder; (c) No no provision of this Trust Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (db) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (ec) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Trust Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (fd) The the execution, delivery, authentication and performance by the Owner Trustee shall of this Trust Agreement will not be responsible for monitoring require the performance authorization, consent or approval of, and the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency; (e) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person the Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the other Basic Documents other than as set forth in this Trust that are required to be performed by the Indenture Trustee under the Indenture or the Sellers under the Purchase Agreement;; and (gf) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any other Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence negligence, bad faith or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Trust Agreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic other Transaction Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee, in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (ai) The the Owner Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer responsible officer of the Owner TrusteeTrustee unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; (bii) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the provisions of this Trust Agreement at the instructions of any Certificateholder, the ServicerIndenture Trustee, the Depositor, the Administrator or any Certificateholderthe Servicer; (ciii) No no provision of this Trust Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder or under any Basic other Transaction Document if the Owner Trustee shall have reasonable grounds for believing to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (div) Under no circumstances shall the Owner Trustee shall not be liable for any indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the NotesNotes or payments of Excess Collections to the Certificateholders; (ev) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic other Transaction Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to and in the other Basic Transaction Documents; (fvi) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the Servicer, Depositor or the Indenture Trustee or any other Person under any of the Basic Transaction Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under the Basic Documents other than as set forth in this Trust Agreement or the other Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Servicer under the Sale and Servicing Agreement or the Indenture Trustee under the Indenture; (gvii) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic other Transaction Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The ; (viii) the right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than for its willful misconduct, bad faith or negligence or willful misconduct in the performance of any such act; and; (hix) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be responsible or liable (A) for special, indirect, punitive, consequential loss or damage of any kind whatsoever (including loss of profit), (B) for the acts or omissions of clearing agencies or securities depositories or any of their respective nominees or correspondents, (C) for acts or omissions of brokers or dealers or (D) for any losses due to forces beyond the control of the Owner Trustee, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided by third parties selected by the Owner Trustee with reasonable care; (x) the Owner Trustee shall have no responsibility for the accuracy of any information provided to Certificateholders or any other person that has been obtained from, or provided to the Owner Trustee by, any other Person; (xi) the Owner Trustee shall not be liable for any failure to anticipate incurring Expenses as long as the Owner Trustee acts in good faith based on the facts reasonably available to it at the time of such determination; (xii) the Owner Trustee shall not be deemed to owe have knowledge or notice of any fiduciary duties fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge thereof or unless written notice of such fact or event is received by a Responsible Officer and such notice references the fact or event; and (xiii) the Owner Trustee shall have no responsibility to monitor CarMax’s compliance with or be charged with knowledge of the Servicerrisk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except except: (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer responsible officer of the Owner TrusteeTrustee unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; (b) The Owner the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the ServicerAdministrator, the Administrator Servicer or any Certificateholder; (c) No no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The Owner the Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to and in the other Basic Documents; (f) The Owner the Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person the Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Administrator under the Administration Agreement;, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement; and (g) The Owner the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the Servicer, Certificateholders unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the other Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy breach of any representation or warranty contained in Section 7.03 6.3 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer of the Owner TrusteeTrustee unless it is proved that the Owner Trustee was grossly negligent in ascertaining the pertinent facts; (b) The Owner Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the instructions of the Servicer, the Administrator or any CertificateholderCertificateholder given pursuant to Section 5.3; (c) No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the its own performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The Owner Trustee shall not be responsible for or in respect of and makes no representation as to the validity or sufficiency adequacy of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust CertificatesCertificate, shall not be accountable for the use or application by the Depositor of the proceeds from the Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any the Certificateholder, other than as expressly provided for herein or expressly agreed to and in the other Basic Documents; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the AdministratorIndenture Trustee, the Depositor, Administrator or the Servicer, the Indenture Trustee or any other Person Servicer under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations to be performed on behalf of the Owner Trust under this Agreement or the other Basic Documents other than as set forth in this Trust Agreementthat are required to be performed by the Administrator under the Deposit and Administration Agreement or the Indenture Trustee under the Indenture; (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of the ServicerCertificateholder, unless such Servicer the Certificateholder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence gross negligence, bad faith or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as Owner Trustee, upon receipt of any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee is acting at that shall be specifically required to be furnished pursuant to any provision of this Agreement or the direction other Basic Documents, shall examine them to determine whether they conform to the requirements of the Servicerthis Agreement or such other Basic Document; provided, any fiduciary duties or liabilities of however, that the Owner Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee pursuant to this Agreement or the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicerother Basic Documents.

Acceptance of Trusts and Duties. Except as otherwise provided in this Article VI, in accepting the trusts hereby created, BNY Mellon Trust of Delaware acts solely as Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any other Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreementthe Basic Documents. The Owner Trustee shall not be answerable liable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own negligent action, its own negligent failure to act or its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.6 and expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not 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 liable for distributed to Certificateholders under this Agreement or to Noteholders under the Indenture, including: the existence, condition and ownership of any error Financed Vehicle; the existence and enforceability of judgment 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 the Servicer with any warranty or representation made by a Trust Officer under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action of the Administrator, the Indenture Trustee or the Servicer or any sub-servicer taken in the name of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The the Owner Trustee shall not be responsible for or in respect of and makes no representation as to the validity or sufficiency of any provision of this Agreement other than as explicitly set forth herein or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust EstateEstate or for, or for or in respect of of, the validity or sufficiency of the Basic DocumentsNotes, the Certificates (other than the certificate of authentication on the Trust Certificates), the other Basic Documents, any Receivables or any related documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to and in the other Basic Documents; (f) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the DepositorIndenture Trustee, the Servicer, Depositor or the Indenture Trustee or any other Person Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Servicing Agreement; (g) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (h) notwithstanding anything to the contrary contained herein or in any other Basic Document, and notwithstanding any Person’s right to instruct the Owner Trustee, neither the Owner Trustee nor any agent, employee, director or officer of the Owner Trustee shall have any obligation to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or the rules and regulations promulgated pursuant thereto, and the refusal to comply with any such instructions shall not constitute a default or breach under any Basic Document. In the event that the Owner Trustee, on behalf of the Trust, does not execute, deliver or certify any filings, certificates, affidavits or other instruments required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, an Authorized Officer of the Administrator shall, on behalf of the Trust, execute, deliver or make such certification; (i) the Owner Trustee shall not be personally liable for special, indirect, consequential or punitive damages, however styled, including lost profits; (j) the Owner Trustee shall have no responsibility to monitor or cause the Trust to comply with Regulation RR; and (hk) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction shall not be deemed to have notice of the Servicer, any fiduciary duties Default or liabilities Event of Default unless a Responsible Officer of the Owner Trustee to the Certificateholders has actual knowledge thereof or unless written notice of any event which is in connection therewith shall be deemed not to violate any fiduciary duties owed fact such a default is received by the Owner Trustee to at the Certificateholders. However, in no event shall Corporate Trust Office of the Owner Trustee be deemed to owe any fiduciary duties to Trustee, and such notice references the ServicerCertificates or this Trust Agreement.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created by this Agreement and agrees to perform its duties hereunder under this Agreement with respect to such trusts, trusts but only upon the terms of in accordance with this Agreement. The Owner Trustee also agrees to disburse distribute all moneys monies actually received by it constituting part of the Trust Estate upon Property in accordance with the terms of this AgreementTransaction Documents. The Owner Trustee shall will not be answerable or accountable hereunder or liable under any Basic Transaction Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence (except for errors in judgment) or (ii) in the case of the inaccuracy of if any representation or warranty contained in Section 7.03 expressly made by 6.2 is not true and correct as of the Owner TrusteeClosing Date. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall will not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the ServicerNoteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or any Certificateholderthe Servicer; (cb) No provision of this Agreement or any Basic no Transaction Document shall will require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Transaction Document if the Owner Trustee shall have has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (dc) Under no circumstances shall the Owner Trustee will not be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the NotesNotes or amounts distributable to the holder of the Residual Interest; (ed) The the Owner Trustee shall will not be responsible for or in respect of (i) the validity or sufficiency of this Agreement or for Agreement, (ii) the due execution hereof of this Agreement by the Depositor or for Depositor, (iii) the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, Property or for or in respect of (iv) the validity or sufficiency of the Basic other Transaction Documents, other than the certificate of authentication on the Trust CertificatesNotes, any Receivable or any related documents, and the Owner Trustee shall will in no event assume or incur any liability, duty or obligation to any Noteholder Noteholder, the Depositor or to any Certificateholderthe holder of the Residual Interest, other than as expressly provided for herein or expressly agreed to in the other Basic Transaction Documents; (fe) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the Servicer, holder of the Residual Interest or the Indenture Trustee or any other Person under any of the Basic Transaction Documents or otherwise, otherwise and the Owner Trustee shall will have no obligation or liability to perform the obligations of the Trust Issuer under the Basic Transaction Documents other than as set forth in this Trust that are required to be performed by the Administrator under the Administration Agreement, the Servicer under the Sale and Servicing Agreement or the Indenture Trustee under the Indenture; (gf) The the Owner Trustee shall will be under no obligation to exercise any of the rights or powers vested in it by this AgreementAgreement or, at the request, order or direction of the Depositor, to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement any Transaction Document or any Basic Document, at otherwise unless the request, order or direction of the Servicer, unless such Servicer Depositor has offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses expenses, losses, damages, claims and liabilities that may be incurred by the Owner Trustee therein or therebyTrustee. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Transaction Document shall will not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (hg) The Certificateholders agree that during such time as the Owner Trustee is acting at will not be responsible or liable for (i) the direction legality, validity and enforceability of any Receivable, (ii) 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, (iii) the sufficiency of the ServicerTrust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement, (iv) the accuracy of any fiduciary duties representation or liabilities warranty made under any Transaction Document (other than the representations and warranties made in Section 6.2) or (v) any action of the Indenture Trustee, the Administrator or the Servicer or any subservicer taken in the name of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the ServicerTrustee.

Acceptance of Trusts and Duties. Except as otherwise provided in this Article VI, in accepting the trusts hereby created, BNY Mellon Trust of Delaware acts solely as Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any other Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreementthe Basic Documents. The Owner Trustee shall not be answerable liable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own negligent action, its own negligent failure to act or its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.6 and expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not 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 liable for distributed to Certificateholders under this Agreement or to Noteholders under the Indenture, including: the existence, condition and ownership of any error Financed Vehicle; the existence and enforceability of judgment 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 the Servicer with any warranty or representation made by a Trust Officer under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action of the Administrator, the Indenture Trustee or the Servicer or any sub-servicer taken in the name of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The the Owner Trustee shall not be responsible for or in respect of and makes no representation as to the validity or sufficiency of any provision of this Agreement other than as explicitly set forth herein or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust EstateEstate or for, or for or in respect of of, the validity or sufficiency of the Basic DocumentsNotes, the Certificates (other than the certificate of authentication on the Trust Certificates), the other Basic Documents, any Receivables or any related documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to and in the other Basic Documents; (f) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the DepositorIndenture Trustee, the Servicer, Depositor or the Indenture Trustee or any other Person Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents other than as set forth in this that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Pooling and Servicing Agreement or the Trust Sale and Servicing Agreement; (g) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (h) notwithstanding anything to the contrary contained herein or in any other Basic Document, and notwithstanding any Person’s right to instruct the Owner Trustee, neither the Owner Trustee nor any agent, employee, director or officer of the Owner Trustee shall have any obligation to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or the rules and regulations promulgated pursuant thereto, and the refusal to comply with any such instructions shall not constitute a default or breach under any Basic Document. In the event that the Owner Trustee, on behalf of the Trust, does not execute, deliver or certify any filings, certificates, affidavits or other instruments required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, an Authorized Officer of the Administrator shall, on behalf of the Trust, execute, deliver or make such certification; (i) the Owner Trustee shall not be personally liable for special, consequential or punitive damages, however styled, including lost profits; and (hj) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction shall not be deemed to have notice of the Servicer, any fiduciary duties Default or liabilities Event of Default unless a Responsible Officer of the Owner Trustee to the Certificateholders has actual knowledge thereof or unless written notice of any event which is in connection therewith shall be deemed not to violate any fiduciary duties owed fact such a default is received by the Owner Trustee to at the Certificateholders. However, in no event shall Corporate Trust Office of the Owner Trustee be deemed to owe any fiduciary duties to Trustee, and such notice references the ServicerCertificates or this Trust Agreement.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, negligence or negligence bad faith or negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder; (c) No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (db) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (ec) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Trust Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (fd) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency; (e) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person the Master Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Indenture Trustee under the Indenture or the Seller under the Home Loan Purchase Agreement;; and (gf) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence negligence, bad faith or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, negligence or negligence bad faith or negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder; (c) No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (db) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (ec) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Trust Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (fd) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency; (e) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person the Master Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Indenture Trustee under the Indenture or the Seller under the Home Equity Loan Purchase Agreement;; and (gf) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence negligence, bad faith or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created by this Agreement and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreementunder it. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon any Assets on the terms of this Agreementthe Transaction Documents. The Owner Trustee shall not be answerable accountable under this Agreement or accountable hereunder or under any Basic other Transaction Document under any circumstances, circumstances except (i1) for its own willful misconduct or gross negligence or (ii2) in the case of for the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee7.03. In particular, but not by way of in limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer of the Owner Trustee;. (b) The Owner Trustee shall not be liable with respect to regarding any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, from the Administrator or any Certificateholder;the Certificateholders. (c) No provision of this Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk its funds or otherwise incur any financial liability in the performance of any of its rights under this Agreement or powers hereunder or under any Basic other Transaction Document if the Owner Trustee shall have has reasonable grounds for believing that repayment of such those funds or adequate indemnity against such the risk or liability is not reasonably assured or provided to it;. (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the any of Notes;. (e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the its due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value value, or validity of any of the Trust EstateAssets, or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents;. (f) The Owner Trustee shall not be responsible liable to any Noteholder or Certificateholder, other than as expressly provided for monitoring in this Agreement or expressly agreed to in the performance of, and other Transaction Documents. (g) The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the ServicerIndenture Trustee, the Indenture Trustee Administrator, or any other Person the Master Servicer under any of the Basic Transaction Documents or otherwise, and the . The Owner Trustee shall have no obligation or liability duty to perform the obligations of the Trust or the Owner Trustee or any other person under this Agreement or the other Transaction Documents that are required to be performed by the Administrator under the Basic Documents Administration Agreement, the Indenture Trustee under the Indenture, the Master Servicer under the Sale and Servicing Agreement, or the Depositor under the Sale and Servicing Agreement, or any other than as set forth in this Trust Agreement;person under any other Transaction Document. (gh) The Owner Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct conduct, or defend any litigation under this Agreement or otherwise any other Transaction Document or in relation to this Agreement or any Basic Documentotherwise, at the request, order order, or direction of the ServicerCertificateholders, unless such Servicer has one or more Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses costs and liabilities that may be incurred by the Owner Trustee therein or thereby. . (i) The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than for its gross negligence or willful misconduct in the performance of any such discretionary act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created by this Agreement and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreementunder it. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon any Assets on the terms of this Agreementthe Transaction Documents. The Owner Trustee shall not be answerable accountable under this Agreement or accountable hereunder or under any Basic other Transaction Document under any circumstances, circumstances except (i) for its own willful misconduct or gross negligence or (ii) in the case of for the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee7.03. In particular, but not by way of in limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer of the Owner Trustee;. (b) The Owner Trustee shall not be liable with respect to regarding any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, from the Administrator or any Certificateholder;the Certificateholders. (c) No provision of this Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk its funds or otherwise incur any financial liability in the performance of any of its rights under this Agreement or powers hereunder or under any Basic other Transaction Document if the Owner Trustee shall have has reasonable grounds for believing that repayment of such those funds or adequate indemnity against such the risk or liability is not reasonably assured or provided to it;. (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the any of Notes;. (e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the its due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value value, or validity of any of the Trust EstateAssets, or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the certificate of authentication on the Trust Transferor Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents;. (f) The Owner Trustee shall not be responsible liable to any Noteholder or Certificateholder, other than as expressly provided for monitoring in this Agreement or expressly agreed to in the performance of, and other Transaction Documents. (g) The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the ServicerIndenture Trustee, the Indenture Trustee Administrator, or any other Person the Master Servicer under any of the Basic Transaction Documents or otherwise, and the . The Owner Trustee shall have no obligation or liability duty to perform the obligations of the Trust or the Owner Trustee or any other person under this Agreement or the other Transaction Documents that are required to be performed by the Administrator under the Basic Documents Administration Agreement, the Indenture Trustee under the Indenture, the Master Servicer under the Sale and Servicing Agreement, or the Depositor under the Sale and Servicing Agreement, or any other than as set forth in this Trust Agreement;person under any other Transaction Document. (gh) The Owner Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct conduct, or defend any litigation under this Agreement or otherwise any other Transaction Document or in relation to this Agreement or any Basic Documentotherwise, at the request, order order, or direction of the ServicerCertificateholders, unless such Servicer has one or more Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses costs and liabilities that may be incurred by the Owner Trustee therein or thereby. . (i) The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than for its gross negligence or willful misconduct in the performance of any such discretionary act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. Except as otherwise provided in this Article VI, in accepting the trusts hereby created, BNY Mellon Trust of Delaware acts solely as Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any other Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreementthe Basic Documents. The Owner Trustee shall not be answerable liable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own negligent action, its own negligent failure to act or its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.6 and expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not 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 liable for distributed to Certificateholders under this Agreement or to Noteholders under the Indenture, including: the existence, condition and ownership of any error Financed Vehicle; the existence and enforceability of judgment 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 the Servicer with any warranty or representation made by a Trust Officer under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action of the Administrator, the Indenture Trustee or the Servicer or any sub-servicer taken in the name of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The the Owner Trustee shall not be responsible for or in respect of and makes no representation as to the validity or sufficiency of any provision of this Agreement other than as explicitly set forth herein or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust EstateEstate or for, or for or in respect of of, the validity or sufficiency of the Basic DocumentsNotes, the Certificates (other than the certificate of authentication on the Trust Certificates), the other Basic Documents, any Receivables or any related documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to and in the other Basic Documents; (f) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the DepositorIndenture Trustee, the Servicer, Depositor or the Indenture Trustee or any other Person Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Servicing Agreement; (g) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as Notwithstanding anything to the contrary contained herein or in any other Basic Document, and notwithstanding any Person’s right to instruct the Owner Trustee, neither the Owner Trustee is acting at the direction of the Servicernor any agent, any fiduciary duties employee, director or liabilities officer of the Owner Trustee shall have any obligation to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required pursuant to the Certificateholders in connection therewith ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or the rules and regulations promulgated pursuant thereto, and the refusal to comply with any such instructions shall be deemed not to violate constitute a default or breach under any fiduciary duties owed by Basic Document. In the event that the Owner Trustee to Trustee, on behalf of the Certificateholders. HoweverTrust, in no event shall does not execute, deliver or certify any filings, certificates, affidavits or other instruments required under the Owner Trustee be deemed to owe any fiduciary duties to ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, an Authorized Officer of the ServicerAdministrator shall, on behalf of the Trust, execute, deliver or make such certification.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, gross negligence or negligence bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any CertificateholderCertificateholders permitted under this Trust Agreement; (cb) No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (dc) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the NotesBonds; (ed) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Bonds, the Certificates, other than the certificate of authentication on the Trust Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder Bondholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, Indenture Trustee, Certificate Registrar or the Servicer, the Indenture Trustee or any other Person Master Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Indenture Trustee under the Indenture or the Seller under the Mortgage Loan Sale and Contribution Agreement;; and (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, the same but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document personally liable under any circumstances, except (i) for its own willful misconduct or negligence or gross negligence, (ii) in for liabilities arising from the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made failure by the Owner TrusteeTrustee to perform obligations expressly undertaken by it in the last sentence of Section 6.07 hereof, or (iii) for taxes, fees or other charges on, based on or measured by any fees, commissions or compensation received by the Owner Trustee in connection with any of the transactions contemplated by this Agreement or the Basic Documents. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):limitation: (a) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by a Trust an Authorized Officer of the Owner Trustee; (b) The Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it the Owner Trustee in good faith in accordance with the instructions of the Servicer, the Administrator or any CertificateholderOwner; (c) No provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under no circumstances circumstance shall the Owner Trustee be personally liable for any indebtedness evidenced by or arising under any of the Trust under the Eligible Lender Trust Agreement (Issuer) or any Basic Documents, including the principal of and interest on the Notes;Document; and (e) The Owner Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Depositor, or for the form, character, genuineness, sufficiency, value or validity of any of Collateral or the Trust Estate, or for or in respect of the validity or sufficiency of the Eligible Lender Trust Agreement (Issuer) or the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under the Basic Documents other than as set forth in this Trust Agreement; (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Servicer, unless such Servicer has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic other Transaction Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made by a Trust Officer responsible officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any CertificateholderOwner; (c) No no provision of this Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes; (e) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Trust Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the certificate of authentication on the Trust CertificatesCertificate, and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any CertificateholderOwner, other than as expressly provided for herein or expressly agreed to in the other Basic Transaction Documents; (f) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Trust Depositor, the Servicer, the Indenture Trustee or any other Person the Servicer under any of the Basic Transaction Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic other Transaction Documents other than as set forth in this that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture, or the Servicer or the Trust Depositor under the Sale and Servicing Agreement;; and (g) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this the Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Transaction Document, at the request, order or direction of the ServicerOwner, unless such Servicer the Owner has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Trust Agreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic other Transaction Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee, in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (ai) The the Owner Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer responsible officer of the Owner TrusteeTrustee unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; (bii) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the provisions of this Trust Agreement at the instructions of any Certificateholder, the ServicerIndenture Trustee, the Depositor, the Administrator or any Certificateholderthe Servicer; (ciii) No no provision of this Trust Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder or under any Basic other Transaction Document if the Owner Trustee shall have reasonable grounds for believing to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (div) Under no circumstances shall the Owner Trustee shall not be liable for any indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the NotesNotes or payments of Excess Collections to the Certificateholders; (ev) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic other Transaction Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to and in the other Basic Transaction Documents; (fvi) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the Servicer, Depositor or the Indenture Trustee or any other Person under any of the Basic Transaction Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under the Basic Documents other than as set forth in this Trust Agreement or the other Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Servicer under the Sale and Servicing Agreement or the Indenture Trustee under the Indenture; (gvii) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic other Transaction Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The ; (viii) the right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than for its willful misconduct, bad faith or negligence or willful misconduct in the performance of any such act; and; (hix) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be responsible or liable (A) for special, indirect, punitive, consequential loss or damage of any kind whatsoever (including loss of profit), (B) for the acts or omissions of clearing agencies or securities depositories or any of their respective nominees or correspondents, (C) for acts or omissions of brokers or dealers or (D) for any losses due to forces beyond the control of the Owner Trustee, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided by third parties selected by the Owner Trustee with reasonable care; (x) the Owner Trustee shall have no responsibility for the accuracy of any information provided to Certificateholders or any other person that has been obtained from, or provided to the Owner Trustee by, any other Person; (xi) the Owner Trustee shall not be liable for any failure to anticipate incurring Expenses as long as the Owner Trustee acts in good faith based on the facts reasonably available to it at the time of such determination; (xii) the Owner Trustee shall not be deemed to owe have knowledge or notice of any fiduciary duties fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge thereof or unless written notice of such fact or event is received by a Responsible Officer and such notice references the fact or event; and (xiii) the Owner Trustee shall have no responsibility to monitor CarMax’s compliance with or be charged with knowledge of the Servicerrisk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except except: (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer responsible officer of the Owner TrusteeTrustee unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; (b) The Owner the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the ServicerAdministrator, the Administrator Servicer or any Certificateholder; (c) No no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The Owner the Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to and in the other Basic Documents; (f) The Owner the Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person the Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Administrator under the Administration Agreement;, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement; and (g) The Owner the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the Servicer, Certificateholders unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. Except as otherwise provided in this Article VI, in accepting the trusts hereby created, BNY Mellon Trust of Delaware acts solely as Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any other Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreementthe Basic Documents. The Owner Trustee shall not be answerable liable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own negligent action, its own negligent failure to act or its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.6 and expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not 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 liable for distributed to Certificateholders under this Agreement or to Noteholders under the Indenture, including: the existence, condition and ownership of any error Financed Vehicle; the existence and enforceability of judgment 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 the Servicer with any warranty or representation made by a Trust Officer under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action of the Administrator, the Indenture Trustee or the Servicer or any sub-servicer taken in the name of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The the Owner Trustee shall not be responsible for or in respect of and makes no representation as to the validity or sufficiency of any provision of this Agreement other than as explicitly set forth herein or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust EstateEstate or for, or for or in respect of of, the validity or sufficiency of the Basic DocumentsNotes, the Certificates (other than the certificate of authentication on the Trust Certificates), the other Basic Documents, any Receivables or any related documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to and in the other Basic Documents; (f) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the DepositorIndenture Trustee, the Servicer, Depositor or the Indenture Trustee or any other Person Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Servicing Agreement; (g) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; (h) Notwithstanding anything to the contrary contained herein or in any other Basic Document, and notwithstanding any Person’s right to instruct the Owner Trustee, neither the Owner Trustee nor any agent, employee, director or officer of the Owner Trustee shall have any obligation to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or the rules and regulations promulgated pursuant thereto, and the refusal to comply with any such instructions shall not constitute a default or breach under any Basic Document. In the event that the Owner Trustee, on behalf of the Trust, does not execute, deliver or certify any filings, certificates, affidavits or other instruments required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, an Authorized Officer of the Administrator shall, on behalf of the Trust, execute, deliver or make such certification; (i) The Owner Trustee shall not be personally liable for special, consequential or punitive damages, however styled, including lost profits; and (hj) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction shall not be deemed to have notice of the Servicer, any fiduciary duties Default or liabilities Event of Default unless a Responsible Officer of the Owner Trustee to the Certificateholders has actual knowledge thereof or unless written notice of any event which is in connection therewith shall be deemed not to violate any fiduciary duties owed fact such a default is received by the Owner Trustee to at the Certificateholders. However, in no event shall Corporate Trust Office of the Owner Trustee be deemed to owe any fiduciary duties to Trustee, and such notice references the ServicerCertificates or this Trust Agreement.

Acceptance of Trusts and Duties. Except as otherwise provided in this Article VI, in accepting the trusts hereby created, BNY Mellon Trust of Delaware acts solely as Grantor Trust Trustee hereunder and not in its individual capacity and all Persons having any claim against the Grantor Trust Trustee by reason of the transactions contemplated by this Agreement or any other Transaction Document shall look only to the Grantor Trust Collateral for payment or satisfaction thereof. The Owner Grantor Trust Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Grantor Trust Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Grantor Trust Estate Collateral upon the terms of this Agreementthe Transaction Documents. The Owner Grantor Trust Trustee shall not be answerable liable or accountable hereunder or under any Basic other Transaction Document under any circumstances, except (i) for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.6 and expressly made by the Owner Grantor Trust Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner the Grantor Trust Trustee shall not be liable for at no time have any error responsibility or liability for, or with respect to, the legality, validity and enforceability of judgment made any Receivable, or the perfection and priority of any security interest created by a Trust Officer 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 Grantor Trust Collateral or its ability to generate the payments to be distributed to Grantor Trust Certificateholder under this Agreement or to 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 of any intervening assignment; the completeness of any Receivable; the performance or enforcement of any Receivable; the compliance by the Grantor 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 Administrator, the Indenture Trustee or the Servicer or any sub-servicer taken in the name of the Grantor Trust Trustee; (b) The Owner the Grantor Trust Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the ServicerGrantor, the Administrator or any the Grantor Trust Certificateholder; (c) No no provision of this Agreement or any Basic other Transaction Document shall require the Owner Grantor Trust Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder or under any Basic Document other Transaction Document, if the Owner Grantor Trust Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under under no circumstances shall the Owner Grantor Trust Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes, or for any Trust representation, warranty, covenant or obligation under the Transaction Documents; (e) The Owner the Grantor Trust Trustee shall not be responsible for or in respect of and makes no representation as to the validity or sufficiency of any provision of this Agreement other than as explicitly set forth herein or for the due execution hereof by the Depositor Grantor or for the form, character, genuineness, sufficiency, value or validity of any of the Grantor Trust EstateCollateral or for, or for or in respect of of, the validity or sufficiency of the Basic DocumentsNotes, the Grantor Trust Certificate (other than the certificate of authentication on the Grantor Trust CertificatesCertificate), the other Transaction Documents, any Receivables or any related documents, and the Owner Grantor Trust Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any the Grantor Trust Certificateholder, other than as expressly provided for herein or expressly agreed to and in the other Basic Transaction Documents; (f) The Owner the Grantor Trust Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the DepositorIndenture Trustee, the Servicer, Grantor or the Indenture Trustee or any other Person Servicer under any of the Basic Transaction Documents or otherwise, otherwise and the Owner Grantor Trust Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Transaction Documents other than as set forth in that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture, the Grantor under this Trust Agreement or the Servicer under the Servicing Agreement; (g) The Owner the Grantor Trust Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Transaction Document, at the request, order or direction of any of the ServicerGrantor Trust Certificateholder, unless such Servicer the Grantor Trust Certificateholder has offered to the Owner Grantor Trust Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Grantor Trust Trustee therein or thereby. The right of the Owner Grantor Trust Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the Owner Grantor Trust Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act; (h) notwithstanding anything to the contrary contained herein or in any other Transaction Document, and notwithstanding any Person’s right to instruct the Grantor Trust Trustee, neither the Grantor Trust Trustee nor any agent, employee, director or officer of the Grantor Trust Trustee shall have any obligation to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or the rules and regulations promulgated pursuant thereto, and the refusal to comply with any such instructions shall not constitute a default or breach under any Transaction Document. In the event that the Grantor Trust Trustee, on behalf of the Trust, does not execute, deliver or certify any filings, certificates, affidavits or other instruments required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, an Authorized Officer of the Administrator shall, on behalf of the Trust, execute, deliver or make such certification; (i) to the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Grantor Trust Trustee shall not be personally liable for (x) special, consequential or punitive damages, however styled, including lost profits or (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets; (j) the Grantor Trust Trustee shall not be liable or responsible for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, any force majeure event, including but not limited to strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, pandemics or epidemics, nuclear or natural catastrophes or acts of God, power outages, loss or malfunctions of utilities, communications or computer (software and hardware) services, or other circumstances beyond its control; it being understood that the Grantor Trust Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (k) the Grantor Trust Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Grantor Trust Trustee has actual knowledge thereof or unless written notice of such fact or event is received by a Responsible Officer and such notice references the fact or event; (l) notwithstanding anything contained herein or in any of the Transaction Documents to the contrary, the Grantor Trust Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with, licensing by or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Grantor Trust Trustee or (iii) subject the Grantor Trust Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Grantor Trust Trustee contemplated hereby. The Grantor Trust Trustee shall be entitled to obtain advice of counsel (the reasonable fees and expenses of which shall be reimbursable by the Trust pursuant to Section 2.7 of the Indenture) to determine whether any action required to be taken pursuant to this Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that said counsel advises the Grantor Trust Trustee that such action will result in such consequences, the Grantor Trust Trustee may, or if instructed to do so by the Administrator, shall appoint an additional trustee pursuant to Section 6.12 to proceed with such action; (m) the Grantor Trust Trustee shall not be required to provide, on its own behalf, any surety bond or other kind of security in connection with the execution of any of its trusts or powers under this Agreement or any other Transaction Document or the performance of its duties hereunder; (n) each of the parties hereto hereby agrees and, as evidenced by its acceptance of any benefits hereunder, the Grantor Trust Certificateholder agrees that the Grantor Trust Trustee in any capacity (x) has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, regulatory, financial, investment, securities law or insurance implications and consequences of the formation, funding and ongoing administration of the Trust, including income, gift and estate tax issues, insurable interest issues, risk retention issues, doing business or other licensing matters and the initial and ongoing selection and monitoring of financing arrangements, (y) has not made any investigation as to the accuracy of any representations, warranties or other obligations of the Trust under the Transaction Documents and shall have no liability in connection therewith and (z) the Grantor Trust Trustee has not prepared or verified, and shall not be responsible or liable for, any information, disclosure or other statement in any disclosure or offering document or in any other document issued or delivered in connection with the issuance, sale or transfer of the Certificates or the Notes; (o) it shall be the Administrator’s duty and responsibility, and not the Grantor Trust Trustee’s duty and responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; (p) the Grantor Trust Trustee shall not have any obligation or duty to supervise or monitor the performance of any other Person and shall have no liability for the failure of any other Person to perform its obligations or duties under the Transaction Documents or otherwise; (q) neither the Grantor nor the Administrator shall, without the written consent of the Grantor Trust Trustee, knowingly take or cause the Trust to take any action which in any way adversely affects or could reasonably be expected to adversely affect the Grantor Trust Trustee or any of its rights, duties or protections under this Agreement; and (hr) The Certificateholders agree to help the government fight the funding of terrorism and money laundering activities, the Customer Identification Program (CIP) requirements established under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107 56 (signed into law October 26, 2001) and its implementing regulations (collectively, USA PATRIOT Act), the Financial Crimes Enforcement Network’s (FinCEN) Customer Due Diligence Requirements and such other laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions (collectively, the “Applicable Anti-Money Laundering Law”), requires all financial institutions to obtain, verify and record information that during such time as identifies each person who opens an account. Accordingly, in order to comply with the Owner Applicable Anti-Money Laundering Law, the Grantor Trust Trustee is acting required to obtain on or before the Closing Date and from time to time thereafter documentation to verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust or other legal entity, the Grantor Trust Trustee will ask for documentation to verify its formation and existence as a legal entity, financial statements, licenses, tax identification documents, and identification and authorization documents from individuals claiming authority to represent the entity and other relevant documentation and information (including beneficial owners of such entities). The Grantor Trust Trustee may, to the fullest extent permitted by applicable law, including the Applicable Anti-Money Laundering Law, conclusively rely on, and shall be fully protected and indemnified in relying on, any information received, and failure to provide such information may result in an inability of the Grantor Trust Trustee to perform its obligations hereunder which, at the direction sole option of the ServicerGrantor Trust Trustee, any fiduciary duties or liabilities may result in the immediate resignation of the Owner Trustee Trustee, subject to Section 6.10, notwithstanding anything to the Certificateholders contrary in connection therewith this Agreement. The parties hereto agree that solely for purposes of the Applicable Anti-Money Laundering Law, (a) the Grantor is and shall be deemed not to violate any fiduciary duties owed by be the Owner Trustee to sole beneficial owner of the Certificateholders. HoweverTrust, in no event and (b) the Grantor is and shall the Owner Trustee be deemed to owe any fiduciary duties be the party with the power and authority to control the ServicerTrust.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, gross negligence or negligence bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any CertificateholderCertificateholders permitted under this Trust Agreement; (cb) No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (dc) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (ed) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Trust Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, Indenture Trustee, Certificate Registrar or the Servicer, the Indenture Trustee or any other Person Master Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Indenture Trustee under the Indenture or the Seller under the Mortgage Loan Purchase Agreement;. (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any CertificateholderOwner; (c) No provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the NotesNotes or any amounts payable on the Certificates; (e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any CertificateholderOwner, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the CFC, as Seller or Depositor, the ServicerCompany, the Indenture Trustee or any other Person the Servicer under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents other than that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or CFC, as set forth in this Trust Depositor or as Seller, under the Sale and Servicing Agreement;; and (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the ServicerOwners, unless such Servicer has Owners have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, gross negligence or negligence bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any CertificateholderCertificateholders permitted under this Trust Agreement; (cb) No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (dc) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the NotesBonds; (ed) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Bonds, the Certificates, other than the certificate of authentication on the Trust Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder Bondholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, Indenture Trustee, Certificate Registrar or the Servicer, the Indenture Trustee or any other Person Master Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Indenture Trustee under the Indenture or the Seller under the Mortgage Loan Purchase Agreement;; and (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic other Transaction Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made by a Trust Officer responsible officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any CertificateholderOwner; (c) No no provision of this Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes; (e) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Trust Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any CertificateholderOwner, other than as expressly provided for herein or expressly agreed to in the other Basic Transaction Documents; (f) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Trust Depositor, the Servicer, the Indenture Trustee or any other Person the Servicer under any of the Basic Transaction Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic other Transaction Documents other than as set forth in this that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture, or the Servicer or the Trust Depositor under the Sale and Servicing Agreement;; and (g) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this the Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Transaction Document, at the request, order or direction of the Servicerany Owner, unless such Servicer Owner has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any CertificateholderOwner; (c) No provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the NotesNotes or any amounts payable on the Certificates; (e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any CertificateholderOwner, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the DCS, as Seller or Depositor, the ServicerCompany, the Indenture Trustee or any other Person the Servicer under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents other than that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or DCS, as set forth in this Trust Depositor or as Seller, under the Sale and Servicing Agreement;; and (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the ServicerOwners, unless such Servicer has Owners have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. (a) The Owner Grantor Trust Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. To the fullest extent permitted by law, neither the Grantor Trust Trustee nor any of its officers, directors, employees, agents or affiliates shall have any implied duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Grantor Trust, which implied duties and liabilities are hereby eliminated. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Grantor Trust Trustee shall be subject to the provisions of this Article. The Owner Grantor Trust Trustee also agrees to disburse all moneys actually received by it constituting part of the Grantor Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Grantor Trust Trustee shall not be answerable personally liable or accountable hereunder or under any Basic Transaction Document under any circumstancescircumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except for losses to the extent arising from (i) for its own willful misconduct misconduct, bad faith or gross negligence or in the performance of its express duties hereunder, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by Wilmington Trust, in its individual capacity or (iii) the Owner Trusteefailure of Wilmington Trust to perform obligations expressly undertaken by it in the last sentence of Section 6.4, in each case as determined by a court of competent jurisdiction or otherwise agreed by the Servicer and Wilmington Trust. In particular, but not by way of limitation (and subject to the exceptions exemptions set forth in the preceding sentence): (a1) The Owner Grantor Trust Trustee shall not be liable for any action taken, or error of judgment made in good faith by any officer or employee of the Grantor Trust Trustee. (2) The Grantor Trust Trustee shall not be personally liable for the payment of any tax imposed on the Grantor Trust or amounts that are includable in the federal gross income of the Grantor Trust Certificateholders. (3) No provision of this Agreement or any Transaction Document shall require the Grantor Trust Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Grantor Trust Trustee’s duties, obligations, rights, authority, authorization or powers hereunder. (4) The Grantor Trust Trustee shall not be liable with respect to any action taken or omitted to be taken by the Grantor Trust Certificate Registrar (if not the Grantor Trust Trustee) or by the Grantor Trust, the Grantor Trust Seller, the Administrator, the Indenture Trustee, the Servicer or any other Person, and the Grantor Trust Trustee shall not be liable for monitoring, performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Grantor Trust, the Grantor Trust Seller, the Grantor Trust Certificate Registrar, the Administrator, the Owner Trustee, the Indenture Trustee, the Servicer or any other Person under such documents and may conclusively assume performance of the same absent written notice to the contrary received by a Trust Responsible Officer of the Owner Grantor Trust Trustee;. (b5) The Owner Grantor Trust Trustee shall not be responsible for or in respect of the recitals herein, the validity, sufficiency or enforceability of this Agreement, the Notes or the Grantor Trust Certificates or for the due execution hereof by the Grantor Trust Seller or for the form, character, genuineness, sufficiency, value or validity of the Grantor Trust Estate or for or in respect of the validity, sufficiency or enforceability of the Transaction Documents, the Notes or the Grantor Trust Certificates or any other document contemplated hereby or thereby to which the Grantor Trust Trustee is not a party in its individual capacity. (6) Notwithstanding anything contained herein or in any of the Transaction Documents to the contrary, the Grantor Trust Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Grantor Trust Trustee; or (iii) subject the Grantor Trust Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Grantor Trust Trustee contemplated hereby. (7) The Grantor Trust Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder; (c) No provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Majority Grantor Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the DepositorCertificateholders, the Servicer, the Indenture Grantor Trust Seller or the Administrator. (8) The Grantor Trust Trustee or any other Person shall not be under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under the Basic Documents other than as set forth in this Trust Agreement; (g) The Owner Trustee shall be under no obligation duty to exercise any of the rights rights, authority or powers vested in it by this Agreement, or to institute, conduct or defend any investigation, proceeding or litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Transaction Document, at the request, order or written direction of the ServicerGrantor Trust Certificateholders, unless such Servicer has Grantor Trust Certificateholders have offered to provide to the Owner Grantor Trust Trustee (including in its individual capacity), to the extent requested by the Grantor Trust Trustee, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Grantor Trust Trustee (as such or in its individual capacity) therein or thereby. The permissive right of the Owner Grantor Trust Trustee to perform any discretionary act or exercise any privilege enumerated in this Agreement or in any other Transaction Document shall not be construed as a duty. The Grantor Trust Trustee shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than for its negligence own gross negligence, bad faith or willful misconduct in the performance of any such act; and. (h9) The Certificateholders agree that during such time Any funds deposited with the Grantor Trust Trustee hereunder may be held in a non-interest bearing account, and the Grantor Trust Trustee shall not be liable for any interest thereon or for any loss as a result of the Owner Trustee is acting investment thereof at the direction of the ServicerGrantor Trust Certificateholders or any other Person. (10) The Grantor Trust Trustee shall not be deemed to have actual knowledge of, and, to the extent required hereunder to act, shall not be required to act upon (including the sending of any notice), any fiduciary duties fact or liabilities event including any Default, Event of Default or Servicer Replacement Event unless a Responsible Officer of the Owner Grantor Trust Trustee has received written notice of such fact or event and such notice references the Grantor Trust or this Agreement. The Grantor Trust Trustee shall not be deemed to have actual or constructive knowledge of publicly available information or information contained in monthly distribution reports or other reports delivered under the Transaction Documents (other than any reports the Grantor Trust Trustee is expressly required to review pursuant to the Certificateholders terms hereof). Knowledge or information acquired by Wilmington Trust in connection therewith its capacity as the Grantor Trust Trustee hereunder shall not be deemed not imputed to violate Wilmington Trust in any fiduciary duties owed other role which it may have under any other Transaction Document or under any other document, nor shall it be imputed to any affiliate, line of business or other division of Wilmington Trust (and vice versa). (b) Under no circumstances shall the Grantor Trust Trustee be personally liable hereunder or under any other Transaction Document for any indebtedness of the Grantor Trust. (c) Under no circumstance shall the Grantor Trust Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Grantor Trust or any other Person hereunder or under the other Transaction Documents or any other agreement, document or certificate contemplated by the Owner Trustee to the Certificateholders. However, in foregoing. (d) In no event shall the Owner Grantor Trust Trustee be deemed liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including lost profits, or for losses due to owe forces beyond the control of the Grantor Trust Trustee, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, epidemics or pandemics, quarantines, or shelter-in-place or any fiduciary duties similar directive, guidance, policy or other action by any Governmental Authority and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the ServicerGrantor Trust Trustee; it being understood that the Grantor Trust Trustee shall use reasonable efforts which are consistent with accepted practice in the banking industry to resume performance as soon as practicable under the circumstances. (e) In the event of the engagement of any accountants or other professionals hereunder or pursuant hereto including in connection with the performance of any agreed upon procedures or any audit related to the activities of the Grantor Trust, the Grantor Trust Trustee shall not be liable for any claims, liabilities or expenses relating to such accountants’ or other professionals’ engagement or any report issued in connection with such engagement. Dissemination of any such report other than pursuant to the Transaction Documents or applicable law is subject to the consent of the accountants or other professionals. (f) The Grantor Trust Trustee shall not be personally liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Article IV or Section 6.3 hereof. (g) Subject to Section 5.1, monies received by the Grantor Trust Trustee hereunder need not be segregated in any manner except to the extent required by law or the Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Grantor Trust Trustee shall not be personally liable for any interest thereon.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Trust Agreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic other Transaction Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee, in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (ai) The the Owner Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer responsible officer of the Owner TrusteeTrustee unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; (bii) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the provisions of this Trust Agreement at the instructions of any Certificateholder, the ServicerIndenture Trustee, the Depositor, the Administrator or any Certificateholderthe Servicer; (ciii) No no provision of this Trust Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder or under any Basic other Transaction Document if the Owner Trustee shall have reasonable grounds for believing to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (div) Under no circumstances shall the Owner Trustee shall not be liable for any indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the NotesNotes or payments of Excess Collections to the Certificateholders; (ev) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic other Transaction Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to and in the other Basic Transaction Documents; (fvi) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the Servicer, Depositor or the Indenture Trustee or any other Person under any of the Basic Transaction Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under the Basic Documents other than as set forth in this Trust Agreement or the other Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Servicer under the Sale and Servicing Agreement or the Indenture Trustee under the Indenture; (gvii) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic other Transaction Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The ; (viii) the right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than for its willful misconduct, bad faith or negligence or willful misconduct in the performance of any such act; and; (hix) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be responsible or liable (A) for special, indirect, punitive, consequential loss or damage of any kind whatsoever (including loss of profit), (B) for the acts or omissions of clearing agencies or securities depositories or any of their respective nominees or correspondents, (C) for acts or omissions of brokers or dealers or (D) for any losses due to forces beyond the control of the Owner Trustee, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, pandemics or epidemics, loss or malfunctions of utilities, communications or computer (software and hardware) services provided by third parties selected by the Owner Trustee with reasonable care; (x) the Owner Trustee shall have no responsibility for the accuracy of any information provided to Certificateholders or any other person that has been obtained from, or provided to the Owner Trustee by, any other Person; (xi) the Owner Trustee shall not be liable for any failure to anticipate incurring Expenses as long as the Owner Trustee acts in good faith based on the facts reasonably available to it at the time of such determination; (xii) the Owner Trustee shall not be deemed to owe have knowledge or notice of any fiduciary fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge thereof or unless written notice of such fact or event is received by a Responsible Officer and such notice references the fact or event; and (xiii) the Owner Trustee shall have no responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (xiv) The Owner Trustee shall not have any obligation or duty to supervise or monitor the performance of any other Person and shall have no liability for the failure of any other Person to perform its obligations or duties to under the ServicerTransaction Documents or otherwise.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created by this Agreement and agrees to perform its duties hereunder under this Agreement with respect to such trusts, trusts but only upon the terms of in accordance with this Agreement. The Owner Trustee also agrees to disburse distribute all moneys monies actually received by it constituting part of the Trust Estate upon Property in accordance with the terms of this AgreementBasic Documents. The Owner Trustee shall will not be answerable or accountable hereunder or liable under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence (except for errors in judgment) or (ii) in the case of the inaccuracy of if any representation or warranty contained in Section 7.03 expressly made by 6.2 is not true and correct as of the Owner TrusteeClosing Date. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall will not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the ServicerNoteholders of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or any Certificateholderthe Servicer; (cb) No provision of this Agreement or any no Basic Document shall will require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (dc) Under no circumstances shall the Owner Trustee will not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the NotesNotes or amounts distributable to the holder of the Residual Interest; (ed) The the Owner Trustee shall will not be responsible for or in respect of (i) the validity or sufficiency of this Agreement or for Agreement, (ii) the due execution hereof of this Agreement by the Depositor or for Depositor, (iii) the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, Property or for or in respect of (iv) the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Trust CertificatesNotes, any Receivable or any related documents, and the Owner Trustee shall will in no event assume or incur any liability, duty or obligation to any Noteholder Noteholder, the Depositor or to any Certificateholderthe holder of the Residual Interest, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (fe) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the Servicer, holder of the Residual Interest or the Indenture Trustee or any other Person under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall will have no obligation or liability to perform the obligations of the Trust Issuer under the Basic Documents other than as set forth in this Trust that are required to be performed by the Administrator under the Administration Agreement, the Servicer under the Sale and Servicing Agreement or the Indenture Trustee under the Indenture; (gf) The the Owner Trustee shall will be under no obligation to exercise any of the rights or powers vested in it by this AgreementAgreement or, at the request, order or direction of the Depositor, to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at Document or otherwise unless the request, order or direction of the Servicer, unless such Servicer Depositor has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses expenses, losses, damages, claims and liabilities that may be incurred by the Owner Trustee therein or therebyTrustee. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall will not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (hg) The Certificateholders agree that during such time as the Owner Trustee is acting at will not be responsible or liable for (i) the direction legality, validity and enforceability of any Receivable, (ii) 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, (iii) the sufficiency of the ServicerTrust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement, (iv) the accuracy of any fiduciary duties representation or liabilities warranty made under any Basic Document (other than the representations and warranties made in Section 6.2) or (v) any action of the Indenture Trustee, the Administrator or the Servicer or any subservicer taken in the name of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the ServicerTrustee.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it each of them constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, gross negligence or negligence bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator Certificateholders or any Certificateholderother Person permitted under this Trust Agreement; (cb) No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (dc) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (ed) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or any other Person or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on Notes, the Trust Certificates, Certificates and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, Indenture Trustee, Certificate Registrar, Certificate Paying Agent, Securities Administrator or the Servicer, the Indenture Trustee or any other Person Master Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust or the Owner Trustee under this Trust Agreement or the other Basic Documents that are required to be performed by the Depositor, Indenture Trustee, Certificate Registrar, Certificate Paying Agent, Securities Administrator or the Master Servicer under any of the Basic Documents other than as set forth in this Trust Agreement;or otherwise. (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act; and. (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in In no event shall the Owner Trustee be deemed liable for any damages in the nature of special, indirect or consequential damages, however styled, including, without limitation, lost profits, or for any losses due to owe any fiduciary duties forces beyond the control of the Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the ServicerOwner Trustee by third parties.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, negligence or negligence bad faith or negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding pre ceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholderthe Certificateholders; (cb) No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (dc) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the NotesBonds; (ed) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Holder of the Designated Certificate or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Bonds, the Certificates, other than the certificate of authentication on the Trust Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder Bondholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Holder of the Designated Certificate, the Depositor, the Servicer, the Indenture Trustee or any other Person the Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Administrator under the Administration Agreement;, the Indenture Trustee under the Indenture or the Seller under the Mortgage Loan Purchase Agreement; and (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Trust Estate Collateral upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, gross negligence or negligence bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner TrusteeBank. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any CertificateholderCertificateholders permitted under this Trust Agreement; (cb) No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (dc) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (ed) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust EstateCollateral, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Trust Certificates, if executed and authenticated by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (fe) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Depositor, Indenture Trustee, Certificate Registrar, the Securities Administrator, the Depositor, Servicer or the Servicer, the Indenture Trustee or any other Person Master Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Indenture Trustee or the Securities Administrator under the Indenture, the Servicer or the Master Servicer under the Servicing Agreement or the Seller or the Originator under the Mortgage Loan Sale and Contribution Agreement;. (gf) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Each of the Owner Trustee accepts and the Delaware Trustee accept the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Each Co-Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of this AgreementAgreement and the other Basic Documents to which each Co-Trustee is a party. The Owner Each Co-Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner either Co-Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee the Co-Trustees shall not be liable for any error of judgment made by a Trust Officer responsible officer of either of the Owner TrusteeCo-Trustees; (b) The Owner Trustee the Co-Trustees shall not be liable with respect to any action taken or omitted to be taken by it them in accordance with the instructions of any Certificateholder, the ServicerIndenture Trustee, the Depositor, the Administrator or any Certificateholderthe Servicer; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee Co-Trustees to expend or risk funds or otherwise incur any financial liability in the performance of any of its their rights or powers hereunder or under any other Basic Document if the Owner Trustee Co-Trustees shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to itthem; (d) Under under no circumstances shall the Owner Trustee Co-Trustees be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the NotesNotes or amounts distributable on the Certificates; (e) The Owner Trustee the Co-Trustees shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee Co-Trustees shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to and in the other Basic Documents; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and Co-Trustees shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the Servicer, Depositor or the Indenture Trustee or any other Person under any of the Basic Documents or otherwise, otherwise and the Owner Trustee Co-Trustees shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents other than as set forth in this Trust that are required to be performed by the Administrator under the Administration Agreement;, the Servicer under the Sale and Servicing Agreement or the Indenture Trustee under the Indenture; and (g) The Owner Trustee the Co-Trustees shall be under no obligation to exercise any of the rights or powers vested in it them by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee Co-Trustees security or indemnity satisfactory to it them against the costs, expenses and liabilities that may be incurred by the Owner Trustee Co-Trustees therein or thereby. The right of the Owner Trustee Co-Trustees to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee Co-Trustees shall not be answerable for other than its the willful misconduct, bad faith or negligence or willful misconduct of either of them in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except except: (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer responsible officer of the Owner TrusteeTrustee unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; (b) The Owner the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the ServicerAdministrator, the Administrator Servicer or any Certificateholder; (c) No no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The Owner the Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to and in the other Basic Documents; (f) The Owner the Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person the Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Administrator under the Administration Agreement;, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement; and (g) The Owner the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the Servicer, Certificateholders unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except except: (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer responsible officer of the Owner TrusteeTrustee unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; (b) The Owner the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the ServicerAdministrator, the Administrator Servicer or any Certificateholder; (c) No no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The Owner the Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to and in the other Basic Documents; (f) The Owner the Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the ServicerSeller, the Indenture Trustee or any other Person the Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Administrator under the Administration Agreement;, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement; and (g) The Owner the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the Servicer, Certificateholders unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby h▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be answerable personally liable or accountable hereunder or under any Basic Transaction Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by Deutsche Bank Trust Company Delaware, in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.4 or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (ai) The the Owner Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer of the Owner TrusteeTrustee unless it is proved that such person was grossly negligent in ascertaining the particular facts; (bii) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder; (c) No no provision of this Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance exercise of any of its rights or powers hereunder or under any Basic other Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (diii) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the certificate of authentication on the Trust Certificates, and Certificate; (iv) under no circumstances shall the Owner Trustee shall in no event assume be liable for any representations, warranties or incur covenants of the Issuer or the indebtedness evidenced by or arising under any liabilityof the Transaction Documents, duty including the principal of and interest on the Notes or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in amounts payable on the other Basic DocumentsCertificates; (fv) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default deemed to have knowledge or misconduct notice of any fact or event unless a Responsible Officer of the Administrator, Trustee has actual knowledge or received written notice thereof or unless written notice of such fact or event is received by a Responsible Officer and such notice references such fact or event; (vi) the Depositor, recitals and statements contained herein (other than the Servicer, representations and warranties contained in Section 7.3 hereof) and in the Indenture Trustee or any Certificate (other Person under any than the signature and countersignature of the Basic Documents or otherwise, Owner Trustee on the Certificate) shall be taken as the statements of the Transferor and the Owner Trustee shall have assumes no obligation or liability to perform responsibility for the obligations of the Trust under the Basic Documents other than as set forth in this Trust Agreementcorrectness thereof; (gvii) The notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be under no obligation personally liable for (x) special, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency, securities depository through which it holds the Trust’s securities or assets or (z) any losses due to exercise any forces beyond the control of the rights Owner Trustee, including, without limitation, strikes, work stoppages, pandemics, epidemics, acts of war or powers vested in it by this Agreementterrorism, insurrection, revolution, nuclear or to institutenatural catastrophes or acts of God and interruptions, conduct loss or defend any litigation under this Agreement malfunctions of utilities, communications or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Servicer, unless such Servicer has offered to computer (software and hardware) services; and (viii) all funds deposited with the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that hereunder may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated held in this Agreement or in any Basic Document shall not be construed as a duty, non-interest bearing trust account and the Owner Trustee shall not be answerable liable for other than its negligence or willful misconduct any interest thereon. Money held in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed trust by the Owner Trustee need not be segregated from other funds except to the Certificateholders. However, in no event shall extent required by law or the Owner Trustee be deemed to owe any fiduciary duties to the Servicerterms of this Agreement.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created by this Trust Agreement and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreementunder it. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon any Assets on the terms of this Agreementthe Transaction Documents. The Owner Trustee shall not be answerable accountable under this Agreement or accountable hereunder or under any Basic other Transaction Document under any circumstances, circumstances except (i) for its own willful misconduct or gross negligence or (ii) in the case of for the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee7.03. In particular, but not by way of in limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer of the Owner Trustee;. (b) The Owner Trustee shall not be liable with respect to regarding any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, from the Administrator or any Certificateholder;the Certificateholders. (c) No provision of this Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk its funds or otherwise incur any financial liability in the performance of any of its rights under this Agreement or powers hereunder or under any Basic other Transaction Document if the Owner Trustee shall have has reasonable grounds for believing that repayment of such those funds or adequate indemnity against such the risk or liability is not reasonably assured or provided to it;. (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the any of Notes;. (e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the its due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value value, or validity of any of the Trust EstateAssets, or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the certificate of authentication on the Trust Transferor Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents;. (f) The Owner Trustee shall not be responsible liable to any Noteholder or Certificateholder, other than as expressly provided for monitoring in this Agreement or expressly agreed to in the performance of, and other Transaction Documents. (g) The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the ServicerIndenture Trustee, the Indenture Trustee Administrator, or any other Person the Master Servicer under any of the Basic Transaction Documents or otherwise, and the . The Owner Trustee shall have no obligation or liability duty to perform the obligations of the Trust or the Owner Trustee or any other person under this Agreement or the other Transaction Documents that are required to be performed by the Administrator under the Basic Documents Administration Agreement, the Indenture Trustee under the Indenture, the Master Servicer under the Sale and Servicing Agreement, or the Depositor under the Sale and Servicing Agreement, or any other than as set forth in this Trust Agreement;person under any other Transaction Document. (gh) The Owner Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct conduct, or defend any litigation under this Agreement or otherwise any other Transaction Document or in relation to this Agreement or any Basic Documentotherwise, at the request, order order, or direction of the ServicerCertificateholders, unless such Servicer has one or more Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses costs and liabilities that may be incurred by the Owner Trustee therein or thereby. . (i) The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than for its gross negligence or willful misconduct in the performance of any such discretionary act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder; (c) No provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under the Basic Documents other than as set forth in this Trust Agreement; (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Servicer, unless such Servicer has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created by this Agreement and agrees to perform its duties hereunder under this Agreement with respect to such trusts, the trusts but only upon the terms of in accordance with this Agreement. The Owner Trustee also agrees to disburse distribute all moneys monies actually received by it constituting part of the Trust Estate upon Property in accordance with the terms of this AgreementTransaction Documents. The Owner Trustee shall will not be answerable or accountable hereunder or liable under any Basic Transaction Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence (except for errors in judgment) or (ii) in the case of the inaccuracy of if any representation or warranty contained in Section 7.03 expressly made by 6.2 is not true and correct as of the Owner TrusteeClosing Date. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding prior sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall will not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the ServicerNoteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or any Certificateholderthe Servicer; (cb) No provision of this Agreement or any Basic no Transaction Document shall will require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Transaction Document if the Owner Trustee shall have has reasonable grounds for believing that repayment of such the funds or adequate indemnity against such the risk or liability is not reasonably assured or provided to it; (dc) Under no circumstances shall the Owner Trustee will not be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the NotesNotes or amounts distributable to the holder of the Residual Interest; (ed) The the Owner Trustee shall will not be responsible for or in respect of (i) the validity or sufficiency of this Agreement or for Agreement, (ii) the due execution hereof of this Agreement by the Depositor or for Depositor, (iii) the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, Property or for or in respect of (iv) the validity or sufficiency of the Basic other Transaction Documents, other than the certificate of authentication on the Trust CertificatesNotes, any Receivable or any related documents, and the Owner Trustee shall will in no event assume or incur any liability, duty or obligation to any Noteholder Noteholder, the Depositor or to any Certificateholderthe holder of the Residual Interest, other than as expressly provided for herein or expressly agreed to in the other Basic Transaction Documents; (fe) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the Servicer, holder of the Residual Interest or the Indenture Trustee or any other Person under any of the Basic Transaction Documents or otherwise, otherwise and the Owner Trustee shall will have no obligation or liability to perform the obligations of the Trust Issuer under the Basic Transaction Documents other than as set forth in this Trust that are required to be performed by the Administrator under the Administration Agreement, the Servicer under the Sale and Servicing Agreement or the Indenture Trustee under the Indenture; (gf) The the Owner Trustee shall will be under no obligation to exercise any of the rights or powers vested in it by this AgreementAgreement or, at the request, order or direction of the Depositor, to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement any Transaction Document or any Basic Document, at otherwise unless the request, order or direction of the Servicer, unless such Servicer Depositor has offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses expenses, losses, damages, claims and liabilities that may be incurred by the Owner Trustee therein or therebyTrustee. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Transaction Document shall will not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (hg) The Certificateholders agree that during such time as the Owner Trustee is acting at will not be responsible or liable for (i) the direction legality, validity and enforceability of any Receivable, (ii) the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any perfection and priority, (iii) the sufficiency of the ServicerTrust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement, (iv) the accuracy of any fiduciary duties representation or liabilities warranty made under any Transaction Document (other than the representations and warranties made in Section 6.2) or (v) any action of the Indenture Trustee, the Administrator or the Servicer or any subservicer taken in the name of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the ServicerTrustee.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created by this Master Trust Agreement and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this under each Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon any Series Assets on the terms of this Agreementthe related Transaction Documents. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Agreement or any other Transaction Document under any circumstances, circumstances except (i) for its own willful misconduct or gross negligence or (ii) in the case of for the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee7.03. In particular, but not by way of in limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer of the Owner Trustee;. (b) The Owner Trustee shall not be liable with respect to regarding any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, from the Administrator or any Certificateholder;the Certificateholders. (c) No provision of this any Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk its funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Agreement or any other Transaction Document if the Owner Trustee shall have has reasonable grounds for believing that repayment of such those funds or adequate indemnity against such the risk or liability is not reasonably assured or provided to it;. (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the any Series of Notes;. (e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Master Trust Agreement or for the its due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value value, or validity of any of the Trust EstateSeries Assets, or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the certificate of authentication on the Trust Transferor Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents;. (f) The Owner Trustee shall not be responsible liable to any Noteholder or Certificateholder, other than as expressly provided for monitoring in the performance of, and related Agreement or expressly agreed to in the other related Transaction Documents. (g) The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the ServicerIndenture Trustee, the Indenture Trustee Administrator, or any other Person the Master Servicer under any of the Basic Transaction Documents or otherwise, and the . The Owner Trustee shall have no obligation or liability duty to perform the obligations of the Trust or the Owner Trustee or any other person under any Agreement or the other Transaction Documents that are required to be performed by the Administrator under the Basic Documents Administration Agreement, the Indenture Trustee under the Indentures, the Master Servicer under the Sale and Servicing Agreements, or the Depositor under the Sale and Servicing Agreements, or any other than as set forth in this Trust Agreement;person under any other Transaction Document. (gh) The Owner Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this any Agreement, or to institute, conduct conduct, or defend any litigation under this Agreement or otherwise or in relation to this any Agreement or any Basic Documentother Transaction Document or otherwise, at the request, order order, or direction of the Servicerrelated Certificateholders, unless such Servicer has one or more Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses costs and liabilities that may be incurred by the Owner Trustee therein or thereby. . (i) The right of the Owner Trustee to perform any discretionary act enumerated in this any Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than for its gross negligence or willful misconduct in the performance of any such discretionary act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, gross negligence or negligence bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any CertificateholderCertificateholders permitted under this Trust Agreement; (cb) No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (dc) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the NotesBonds; (ed) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Bonds, the Certificates, other than the certificate of authentication on the Trust Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder Bondholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, Indenture Trustee, Certificate Registrar or the Servicer, the Indenture Trustee or any other Person Master Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Indenture Trustee under the Indenture or the Seller under the Mortgage Loan Sale and Contribution Agreement;. (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, the same but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document other Operative Agreements under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made 6.04, (iii) for liabilities arising from the failure by the Owner TrusteeTrustee to perform obligations expressly undertaken by it in the last sentence of Section 5.04, or (iv) for taxes, fees or other charges based on or measured by any fees, commissions or compensation received by the Owner Trustee in connection with any of the transactions contemplated by this Agreement, any other Operative Agreements or the Notes. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):limitation: (a) The Owner Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it the Owner Trustee in good faith in accordance with the instructions of the Servicer, Holders of the Administrator or any CertificateholderTrust Certificates; (c) No provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its the Owner Trustee’s rights or powers hereunder or under any Basic Document other Operative Agreements if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under no circumstances circumstance shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentsOperative Agreements, including the principal of and interest on the Notes; (e) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Depositor, the Administrator, Master Servicer, the Indenture Trustee, any Officer or the Certificate Paying Agent under this Agreement or any other Operative Agreement or otherwise and the Owner Trustee shall not be obligated to perform or monitor the performance of any obligations or duties under this Agreement or the other Operative Agreements which are to be performed by the Certificate Paying Agent, the Administrator, the Indenture Trustee or by any other Person under any of the Operative Agreements; (f) The Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic DocumentsOperative Agreements, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder Noteholder, the Depositor or to any Certificateholderthe Certificateholders, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under the Basic Documents other than as set forth in this Trust Agreement;herein; and (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Servicer, unless such Servicer has offered Notwithstanding anything contained herein to the Owner Trustee security or indemnity satisfactory to it against the costscontrary, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence required to execute, deliver or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction certify on behalf of the ServicerTrust any filings, any fiduciary duties certificates, affidavits or liabilities other instruments required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However2002, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Serviceras amended.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder; (c) No provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under the Basic Documents other than as set forth in this Trust Agreement; (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Servicer, unless such Servicer has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder; (c) No no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; (g) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Servicer, unless such Servicer has have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act; and (h) The the Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, Servicer any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, gross negligence or negligence bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any CertificateholderCertificateholders permitted under this Trust Agreement; (cb) No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (dc) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the NotesBonds; (ed) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Bonds, the Certificates, other than the certificate of authentication on the Trust Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder Bondholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, Indenture Trustee, Certificate Registrar or the Servicer, the Indenture Trustee or any other Person Master Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents other than as set forth in this Trust Agreement;that are required to be performed by the Indenture Trustee under the Indenture or the Seller under the Mortgage Loan Sale and Contribution Agreement and (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of this AgreementTrust Agreement and the other Basic Documents. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, negligence or negligence bad faith or negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder; (c) No no provision of this Trust Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (db) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (ec) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Trust Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (fd) The the execution, delivery, authentication and performance by the Owner Trustee shall of this Trust Agreement will not be responsible for monitoring require the performance authorization, consent or approval of, and the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency; (e) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person the Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the other Basic Documents other than as set forth in this Trust that are required to be performed by the Indenture Trustee under the Indenture or the Seller under the Purchase Agreement;; and (gf) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any other Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence negligence, bad faith or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Owner Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Owner Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, gross negligence or negligence bad faith or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder; (c) No provision of this Owner Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (db) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (ec) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Owner Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificate, other than the certificate of authentication on the Trust CertificatesCertificate, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any the Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (fd) The execution, delivery, authentication and performance by it of this Owner Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency; (e) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person the Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Owner Trust Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Indenture Trustee under the Indenture, the Seller under the Loan Purchase Agreement;, the Servicer under the Servicing Agreement or the Seller or the Administrator under the Administration Agreement; and (gf) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Owner Trust Agreement, or to institute, conduct or defend any litigation under this Owner Trust Agreement or otherwise or in relation to this Owner Trust Agreement or any Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Owner Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence negligence, bad faith or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, gross negligence or negligence bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner TrusteeBank. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any CertificateholderCertificateholders permitted under this Trust Agreement; (cb) No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (dc) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (ed) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Trust Certificates, if executed and authenticated by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (fe) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, Indenture Trustee, Certificate Registrar or the Servicer, the Indenture Trustee or any other Person Master Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Indenture Trustee under the Indenture, the Master Servicer under the Servicing Agreement or the Seller under the Mortgage Loan Sale and Contribution Agreement;. (gf) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any CertificateholderOwner; (c) No provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any CertificateholderOwner, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the CFC, as Seller or Depositor, the ServicerCompany, the Indenture Trustee or any other Person the Servicer under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents other than that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or CFC, as set forth in this Trust Depositor or as Seller, under the Sale and Servicing Agreement;; and (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the ServicerOwners, unless such Servicer has Owners have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, gross negligence or negligence bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any CertificateholderCertificateholders permitted under this Trust Agreement; (cb) No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (dc) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the NotesBonds; (ed) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Bonds, the Certificates, other than the certificate of authentication on the Trust Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder Bondholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, Indenture Trustee, Certificate Registrar or the Servicer, the Indenture Trustee or any other Person Master Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents other than as set forth in this Trust Agreement;that are required to be performed by the Indenture Trustee under the Indenture or the Seller under (i) the Mortgage Loan Sale and Contribution Agreement or (ii) the Subsequent Mortgage Loan Sale and Contribution Agreements and (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts trust hereby created and agrees to perform its duties hereunder with respect to such trusts, trust but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate Assets upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic other Transaction Document under any circumstances, except that the foregoing limitation shall not limit the liability, if any, that the Owner Trustee may have to the Equity Certificateholder (i) for its the Owner Trustee's own willful misconduct or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner TrusteeTrustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.04 hereof, (iv) for any investments issued by the Owner Trustee or any branch or affiliate thereof in its commercial capacity, or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee in connection with any of the transactions contemplated by this Agreement or any other Transaction Document. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer of the Owner TrusteeTrustee which did not result from negligence on the part of such Responsible Officer; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any the Equity Certificateholder; (c) No no provision of this Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes; (e) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Trust Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust EstateAssets, or for or in respect of the validity or sufficiency of the Basic any Transaction Documents, other than its signature on behalf of the Trust on, and the certificate of authentication on on, the Trust CertificatesEquity Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholderor, other than as expressly provided for herein or expressly agreed herein, to in the other Basic DocumentsEquity Certificateholder; (f) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Trust Depositor, the Servicer, the Indenture Trustee or any other Person the Servicer under any of the Basic Transaction Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform or monitor the performance of the obligations of the Trust under this Agreement or the Basic other Transaction Documents other than as set forth in that are required to be performed by the Administrator under this Agreement or the Administration Agreement, by the Indenture Trustee under this Agreement or the Indenture or by the Servicer or the Trust Agreement;Depositor under any Transaction Document; and (g) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Transaction Document, at the request, order or direction of the ServicerEquity Certificateholder, unless such Servicer the Equity Certificateholder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Transaction Document shall not be construed as a duty, and and, except as otherwise provided in the third sentence of Section 7.01, the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the other Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy breach of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer of the Owner TrusteeTrustee unless it is proved that the Owner Trustee was grossly negligent in ascertaining the pertinent facts; (b) The Owner Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the instructions of the Servicer, Certificateholders given pursuant to Section 6.3 or the Administrator or any Certificateholdergiven pursuant to Section 6.1; (c) No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the its own performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The Owner Trustee shall not be responsible for or in respect of and makes no representation as to the validity or sufficiency adequacy of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates or the Class R Certificate, shall not be accountable for the use or application by the Depositor of the proceeds from the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder Noteholder, any Certificateholder or to any the Class R Certificateholder, other than as expressly provided for herein or expressly agreed to and in the other Basic 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 the ability of the Owner Trust Estate to generate the payments to be distributed to Certificateholders under this Agreement or 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 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 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; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the AdministratorIndenture Trustee, the Depositor, Administrator or the Servicer, the Indenture Trustee or any other Person Servicer under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuer under this Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement; (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence negligence, bad faith or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as Owner Trustee, upon receipt of any resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee is acting at that shall be specifically required to be furnished pursuant to any provision of this Agreement or the direction other Basic Documents, shall examine them to determine whether they conform to the requirements of the Servicerthis Agreement or such other Basic Document; provided, any fiduciary duties or liabilities of however, that the Owner Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee pursuant to this Agreement or the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicerother Basic Documents.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby h▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder; (c) No provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under the Basic Documents other than as set forth in this Trust Agreement; (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Servicer, unless such Servicer has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Owner Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Documents and this Owner Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, negligence or negligence bad faith or negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder; (c) No provision of this Owner Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (db) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (ec) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Owner Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificate, other than the certificate of authentication on the Trust CertificatesCertificate, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any the Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (fd) The execution, delivery, authentication and performance by it of this Owner Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency; (e) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person the Master Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Owner Trust Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Indenture Trustee under the Indenture or the Seller under the Home Loan Purchase Agreement;; and (gf) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Owner Trust Agreement, or to institute, conduct or defend any litigation under this Owner Trust Agreement or otherwise or in relation to this Owner Trust Agreement or any Basic Document, at the request, order or direction of the ServicerCertificateholder, unless such Servicer the Certificateholder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Owner Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence negligence, bad faith or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any CertificateholderOwner; (c) No provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the NotesNotes or any amounts payable on the Certificates; (e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any CertificateholderOwner, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the DCFS, as Seller or Depositor, the ServicerCompany, the Indenture Trustee or any other Person the Servicer under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents other than that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or DCFS, as set forth in this Trust Depositor or as Seller, under the Sale and Servicing Agreement;; and (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the ServicerOwners, unless such Servicer has Owners have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it each of them constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, gross negligence or negligence bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator Certificateholders or any Certificateholderother Person permitted under this Trust Agreement; (cb) No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (dc) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;Notes and the Certificates. (ed) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or any other Person or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on Notes, the Trust Certificates, Certificates and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, Indenture Trustee, Certificate Registrar, Certificate Paying Agent, Securities Administrator or the Servicer, the Indenture Trustee or any other Person Master Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust or the Owner Trustee under this Trust Agreement or the other Basic Documents that are required to be performed by the Depositor, Indenture Trustee, Certificate Registrar, Certificate Paying Agent, Securities Administrator or the Master Servicer under any of the Basic Documents other than as set forth in this Trust Agreement;or otherwise. (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act; and. (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in In no event shall the Owner Trustee be deemed liable for any damages in the nature of special, indirect or consequential damages, however styled, including, without limitation, lost profits, or for any losses due to owe any fiduciary duties forces beyond the control of the Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the ServicerOwner Trustee by third parties. (i) Notwithstanding any Person’s right to instruct the Owner Trustee neither the Owner Trustee nor any agent, employee, director or officer of the Owner Trustee shall have any obligation to execute any certificates or other documents required pursuant to the Sarbanes Oxley Act of 2002 or the rules and regulations thereunder, and the refusal to comply with any such instructions shall not constitute a default or breach hereunder.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of this AgreementTrust Agreement and the other Basic Documents. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, negligence or negligence bad faith or negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder; (c) No no provision of this Trust Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (db) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (ec) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Trust Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (fd) The the execution, delivery, authentication and performance by the Owner Trustee shall of this Trust Agreement will not be responsible for monitoring require the performance authorization, consent or approval of, and the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency; (e) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person the Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the other Basic Documents other than as set forth in this Trust that are required to be performed by the Indenture Trustee under the Indenture or the Sellers under the Purchase Agreement;; and (gf) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any other Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. Notwithstanding the foregoing, the Enhancer may direct any litigation under this Trust Agreement. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence negligence, bad faith or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be answerable personally liable or accountable hereunder or under any Basic Transaction Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by Deutsche Bank Trust Company Delaware, in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.4 or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (ai) The the Owner Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer of the Owner TrusteeTrustee unless it is proved that such person was grossly negligent in ascertaining the particular facts; (bii) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder; (c) No no provision of this Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance exercise of any of its rights or powers hereunder or under any Basic other Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (diii) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the certificate of authentication on the Trust Certificates, and Certificate; (iv) under no circumstances shall the Owner Trustee shall in no event assume be liable for any representations, warranties or incur covenants of the Issuer or the indebtedness evidenced by or arising under any liabilityof the Transaction Documents, duty including the principal of and interest on the Notes or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in amounts payable on the other Basic DocumentsCertificates; (fv) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default deemed to have knowledge or misconduct notice of any fact or event unless a Responsible Officer of the Administrator, Trustee has actual knowledge or received written notice thereof or unless written notice of such fact or event is received by a Responsible Officer and such notice references such fact or event; (vi) the Depositor, recitals and statements contained herein (other than the Servicer, representations and warranties contained in Section 7.3 hereof) and in the Indenture Trustee or any Certificate (other Person under any than the signature and countersignature of the Basic Documents or otherwise, Owner Trustee on the Certificate) shall be taken as the statements of the Transferor and the Owner Trustee shall have assumes no obligation or liability to perform responsibility for the obligations of the Trust under the Basic Documents other than as set forth in this Trust Agreementcorrectness thereof; (gvii) The notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be under no obligation personally liable for (x) special, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency, securities depository through which it holds the Trust’s securities or assets or (z) any losses due to exercise any forces beyond the control of the rights Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or powers vested in it by this Agreementterrorism, insurrection, revolution, nuclear or to institutenatural catastrophes or acts of God and interruptions, conduct loss or defend any litigation under this Agreement malfunctions of utilities, communications or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Servicer, unless such Servicer has offered to computer (software and hardware) services; and (viii) all funds deposited with the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that hereunder may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated held in this Agreement or in any Basic Document shall not be construed as a duty, non-interest bearing trust account and the Owner Trustee shall not be answerable liable for other than its negligence or willful misconduct any interest thereon. Money held in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed trust by the Owner Trustee need not be segregated from other funds except to the Certificateholders. However, in no event shall extent required by law or the Owner Trustee be deemed to owe any fiduciary duties to the Servicerterms of this Agreement.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee;. (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder;Residual Interestholder. (c) No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;. (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;. (e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholderthe Residual Interestholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents;. (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person the Servicer under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents other than as set forth in this Trust that are required to be performed by the Indenture Trustee under the Indenture or the Servicer or the Depositor under the Transfer and Servicing Agreement;. (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of the ServicerResidual Interestholder, unless such Servicer the Residual Interestholder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (ix) for its own willful misconduct or negligence gross negligence, or (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner TrusteeTrust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (ai) The the Owner Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer of the Owner Trustee; (bii) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Trust Certificateholder; (ciii) No no provision of this Agreement or any Basic other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (div) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Program Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Trust Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Program Documents; (fv) The the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the ServicerIndenture Trustee, the Indenture Trustee Servicer or any other Person person under any of the Basic Program Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the Basic other Program Documents other than as set forth in this Trust that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement;, the Indenture Trustee under the Indenture or the Servicer under the 2017-3 Servicing Agreement; and (gvi) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Program Document, at the request, order or direction of any of the ServicerTrust Certificateholders, unless such Servicer has Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act; and. (hb) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in under no event circumstances shall the Owner Trustee be deemed to owe liable for indebtedness evidenced by or arising under any fiduciary duties to of the ServicerProgram Documents, including the principal of and interest on the Notes or any amounts payable on the Trust Certificates.

Acceptance of Trusts and Duties. The Owner Trustee hereby accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made by a Trust Officer responsible officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the written instructions of the Servicer, the Administrator or any Certificateholderthe Certificateholders; (c) No no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholderthe Certificateholders, other than as expressly provided for herein or expressly agreed to and in the other Basic Documents; (f) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the DepositorIndenture Trustee, the Servicer, Swap Counterparty or the Indenture Trustee or any other Person Servicer under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Administrator under the Administration Agreement;, the Indenture Trustee under the Indenture, the Servicer under the Sale and Servicing Agreement or the Swap Counterparty under the Interest Rate Swap Agreement; and (g) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Servicerany Certificateholder, unless such Servicer Certificateholder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Trust Agreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic other Transaction Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee, in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (ai) The the Owner Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer responsible officer of the Owner TrusteeTrustee unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; (bii) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the provisions of this Trust Agreement at the instructions of any Certificateholder, the ServicerIndenture Trustee, the Depositor, the Administrator or any Certificateholderthe Servicer; (ciii) No no provision of this Trust Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder or under any Basic other Transaction Document if the Owner Trustee shall have reasonable grounds for believing to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (div) Under no circumstances shall the Owner Trustee shall not be liable for any indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the NotesNotes or payments of Excess Collections to the Certificateholders; (ev) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic other Transaction Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to and in the other Basic Transaction Documents; (fvi) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the Servicer, Depositor or the Indenture Trustee or any other Person under any of the Basic Transaction Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under the Basic Documents other than as set forth in this Trust Agreement or the other Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Servicer under the Sale and Servicing Agreement or the Indenture Trustee under the Indenture; (gvii) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic other Transaction Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The ; (viii) the right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than for its willful misconduct, bad faith or negligence or willful misconduct in the performance of any such act; and; (hix) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be responsible or liable (A) for special, indirect, punitive, consequential loss or damage of any kind whatsoever (including loss of profit), (B) for the acts or omissions of clearing agencies or securities depositories or any of their respective nominees or correspondents, (C) for acts or omissions of brokers or dealers or (D) for any losses due to forces beyond the control of the Owner Trustee, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, pandemics or epidemics, loss or malfunctions of utilities, communications or computer (software and hardware) services provided by third parties selected by the Owner Trustee with reasonable care; (x) the Owner Trustee shall have no responsibility for the accuracy of any information provided to Certificateholders or any other person that has been obtained from, or provided to the Owner Trustee by, any other Person; (xi) the Owner Trustee shall not be liable for any failure to anticipate incurring Expenses as long as the Owner Trustee acts in good faith based on the facts reasonably available to it at the time of such determination; (xii) the Owner Trustee shall not be deemed to owe have knowledge or notice of any fiduciary fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge thereof or unless written notice of such fact or event is received by a Responsible Officer and such notice references the fact or event; (xiii) the Owner Trustee shall have no responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect; and (xiv) The Owner Trustee shall not have any obligation or duty to supervise or monitor the performance of any other Person and shall have no liability for the failure of any other Person to perform its obligations or duties to under the ServicerTransaction Documents or otherwise.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, gross negligence or negligence bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any CertificateholderCertificateholders permitted under this Trust Agreement; (cb) No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (dc) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (ed) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Trust Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (e) The execution, delivery, authentication and performance by it of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, Indenture Trustee, Certificate Registrar or the Servicer, the Indenture Trustee or any other Person Master Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Indenture Trustee under the Indenture or the Seller under the Servicing Agreement;; and (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Trust Agreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic other Transaction Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee, in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (ai) The the Owner Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer responsible officer of the Owner TrusteeTrustee unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; (bii) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the provisions of this Trust Agreement at the instructions of any Certificateholder, the ServicerIndenture Trustee, the Depositor, the Administrator or any Certificateholderthe Servicer; (ciii) No no provision of this Trust Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder or under any Basic other Transaction Document if the Owner Trustee shall have reasonable grounds for believing to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (div) Under no circumstances shall the Owner Trustee shall not be liable for any indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the NotesNotes or payments of Excess Collections to the Certificateholders; (ev) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic other Transaction Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to and in the other Basic Transaction Documents; (fvi) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the Servicer, Depositor or the Indenture Trustee or any other Person under any of the Basic Transaction Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under the Basic Documents other than as set forth in this Trust Agreement or the other Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Servicer under the Sale and Servicing Agreement or the Indenture Trustee under the Indenture; (gvii) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic other Transaction Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The ; (viii) the right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than for its willful misconduct, bad faith or negligence or willful misconduct in the performance of any such act; and; (hix) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be responsible or liable (A) for special, indirect, punitive, consequential loss or damage of any kind whatsoever (including loss of profit), (B) for the acts or omissions of clearing agencies or securities depositories or any of their respective nominees or correspondents, (C) for acts or omissions of brokers or dealers or (D) for any losses due to forces beyond the control of the Owner Trustee, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided by third parties selected by the Owner Trustee with reasonable care; (x) the Owner Trustee shall have no responsibility for the accuracy of any information provided to Certificateholders or any other person that has been obtained from, or provided to the Owner Trustee by, any other Person; (xi) the Owner Trustee shall not be liable for any failure to anticipate incurring Expenses as long as the Owner Trustee acts in good faith based on the facts reasonably available to it at the time of such determination; and (xii) the Owner Trustee shall not be deemed to owe have knowledge or notice of any fiduciary duties to fact or event unless a Responsible Officer of the ServicerOwner Trustee has actual knowledge thereof or unless written notice of such fact or event is received by a Responsible Officer and such notice references the fact or event.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder; (c) No provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under the Basic Documents other than as set forth in this Trust Agreement; (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Servicer, unless such Servicer has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Trust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, gross negligence or negligence bad faith or grossly negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner TrusteeBank. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any CertificateholderCertificateholders permitted under this Trust Agreement; (cb) No provision of this Trust Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (dc) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (ed) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Trust Certificates, if executed and authenticated by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (fe) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, Indenture Trustee, Certificate Registrar or the Servicer, the Indenture Trustee or any other Person Master Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Trust Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Indenture Trustee under the Indenture, the Master Servicer under the Servicing Agreement or the Seller under the Mortgage Loan Purchase Agreement;. (gf) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic other Transaction Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made by a Trust Officer responsible officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholderthe Owners; (c) No no provision of this Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes; (e) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Trust Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder Noteholder[, the Swap Counterparty] or to any CertificateholderOwner, other than as expressly provided for herein or expressly agreed to in the other Basic Transaction Documents; (f) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Trust Depositor, the Servicer, the Indenture Trustee or any other Person the Servicer under any of the Basic Transaction Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic other Transaction Documents other than as set forth in this that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture, or the Servicer or the Trust Depositor under the Sale and Servicing Agreement;; and (g) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this the Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Transaction Document, at the request, order or direction of the Servicerany Owner, unless such Servicer Owner has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreementthe Transaction Documents. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Transaction Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner TrusteeTrustee in its individual capacity or (iii) for its failure to use ordinary care in the handling of funds. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be personally liable for any error of judgment made in good faith by a Trust Responsible Officer of the Owner TrusteeTrustee so long as the same will not constitute negligence, bad faith or willful misconduct; (b) The the Owner Trustee shall not be personally liable with respect to any act or omission of the Administrator or action taken or omitted to be taken by it in good faith in accordance with the instructions of the Servicer, the Administrator or any Certificateholderthe Beneficiary; (c) No no provision of this Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes; (e) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, Transaction Documents and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholderthe Beneficiary, other than as expressly provided for herein or expressly agreed to in the other Basic Documentsherein; (f) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be personally liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person Collateral Agent under any of the Basic Transaction Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Owner Trust under the Basic Transaction Documents other than as set forth in this Trust that are required to be performed by the Administrator under the Transfer and Servicing Agreement, the Indenture Trustee under the Indenture or the applicable Collateral Agent under the Asset Pool One Supplement; (g) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic DocumentAgreement, at the request, order or direction of the ServicerBeneficiary, unless such Servicer the Beneficiary has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as notwithstanding anything contained herein to the contrary, the Owner Trustee is acting at shall not be required to take any action in any jurisdiction other than in the direction State of Delaware if the Servicertaking of such action will (i) require the registration with, licensing by or the taking of any other similar action in respect of, any fiduciary duties state or liabilities other Governmental Authority or agency of any jurisdiction other than the State of Delaware by or with respect to the Owner Trustee; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the Certificateholders in connection therewith shall be deemed not State of Delaware for causes of action arising from acts unrelated to violate any fiduciary duties owed the consummation of the transactions by the Owner Trustee contemplated hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of the CertificateholdersTransferor) to determine whether any action required to be taken pursuant to this Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. However, in no In the event shall that said counsel advises the Owner Trustee be deemed that such action will result in such consequences, the Transferor shall appoint an additional trustee pursuant to owe any fiduciary duties Section 9.05 hereby to the Servicerproceed with such action.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby h▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder; (c) No provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under the Basic Documents other than as set forth in this Trust Agreement; (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Servicer, unless such Servicer has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Trust Agreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Trust Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic other Transaction Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee, in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (ai) The the Owner Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer responsible officer of the Owner TrusteeTrustee unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; (bii) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the provisions of this Trust Agreement at the instructions of any Certificateholder, the ServicerIndenture Trustee, the Depositor, the Administrator or any Certificateholderthe Servicer; (ciii) No no provision of this Trust Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder or under any Basic other Transaction Document if the Owner Trustee shall have reasonable grounds for believing to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (div) Under no circumstances shall the Owner Trustee shall not be liable for any indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the NotesNotes or payments of Excess Collections to the Certificateholders; (ev) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic other Transaction Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to and in the other Basic Transaction Documents; (fvi) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the Servicer, Depositor or the Indenture Trustee or any other Person under any of the Basic Transaction Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under the Basic Documents other than as set forth in this Trust Agreement or the other Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Servicer under the Sale and Servicing Agreement or the Indenture Trustee under the Indenture; (gvii) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any Basic other Transaction Document, at the request, order or direction of any of the ServicerCertificateholders, unless such Servicer has Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The ; (viii) the right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than for its willful misconduct, bad faith or negligence or willful misconduct in the performance of any such act; and; (hix) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed responsible or liable (A) for special, indirect, punitive, consequential loss or damage of any kind whatsoever (including loss of profit), (B) for the acts or omissions of clearing agencies or securities depositories or any of their respective nominees or correspondents, (C) for acts or omissions of brokers or dealers or (D) for any losses due to owe forces beyond the control of the Owner Trustee, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided by third parties selected by the Owner Trustee with reasonable care; (x) the Owner Trustee shall have no responsibility for the accuracy of any fiduciary duties information provided to Certificateholders or any other person that has been obtained from, or provided to the ServicerOwner Trustee by, any other Person; and (xi) the Owner Trustee shall not be liable for any failure to anticipate incurring Expenses as long as the Owner Trustee acts in good faith based on the facts reasonably available to it at the time of such determination.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except for (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (ai) The the Owner Trustee shall not be liable for any error of judgment made by a Trust Officer responsible officer of the Owner Trustee; (bii) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the ServicerAdministrator, the Administrator Depositor, the Indenture Trustee or any Certificateholderthe Owner; (ciii) No no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (div) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (ev) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust CertificatesCertificate, and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholderthe Owner, other than as expressly provided for herein or expressly agreed to and in the other Basic Documents; (fvi) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person the Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents other than as set forth in this Trust that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement; (gvii) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any disclosure litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the ServicerOwner, unless such Servicer the Owner has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (hviii) The Certificateholders agree that during such time notwithstanding any Person’s right to instruct the Owner Trustee, except as required by law or regulation, neither the Owner Trustee is acting at the direction of the Servicernor any agent, any fiduciary duties employee, director or liabilities officer of the Owner Trustee shall have any obligation to execute any certificates or other documents required pursuant to the Certificateholders in connection therewith ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or the rules and regulations promulgated thereunder, and the refusal to comply with any such instructions shall be deemed not to violate constitute a default or breach under any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the ServicerBasic Document.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this AgreementAgreement and subject to the terms and conditions of the Transaction Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Transaction Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 below expressly made by the Owner TrusteeWilmington Trust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made by a Trust Officer responsible officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder; (c) No no provision of this Agreement or any Basic Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Transaction Document if the Owner owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (dc) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes; (ed) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the certificate execution and delivery of authentication on the Trust CertificatesCertificate (if the Transferor Interest is certificated and represented by the Certificate as provided in Section 3.5 above), and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder Noteholder, to the Transferor or to any Certificateholder, other than as expressly provided for herein or expressly agreed to and in the other Basic Transaction Documents; (fe) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the ServicerSeller, the Indenture Trustee Trustee, or any other Person the Master Servicer under any of the Basic Transaction Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Transaction Documents other than as set forth in this Trust that are required to be performed by the Indenture Trustee under the Indenture, the Master Servicer under the Sale and Servicing Agreement, the Administrator or the Seller under the Administration Agreement or the Registrar or any Paying Agent hereunder; (gf) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Transaction Document, at the request, order or direction of the ServicerTransferor, unless such Servicer Transferor has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of right.of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act; and. (hg) The Certificateholders agree that during such time as the Owner Trustee is acting at shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction instructions of the Servicer, any fiduciary duties Insurer or liabilities of the Owner Trustee Transferor to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed extent such action or direction is permitted by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the ServicerTransaction Documents.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic other Transaction Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 hereof expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):); (a) The the Owner Trustee shall not be liable for any error of judgment made by a Trust Officer responsible officer of the Owner TrusteeTrustee which did not result from negligence on the part of such responsible officer; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, Owner and the Administrator or any CertificateholderResidual Interest Owner; (c) No no provision of this Agreement or any Basic other Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes; (e) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the certificate of authentication on the Trust CertificatesCertificate and the Residual Interest Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholderthe Owner or the Residual Interest Owner, other than as expressly provided for herein or expressly agreed to in the other Basic Transaction Documents;; and (f) The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under the Basic Documents other than as set forth in this Trust Agreement; (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this the Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic other Transaction Document, at the request, order or direction of the Servicer, Owner or the Residual Interest Owner unless such Servicer Owner or the Residual Interest Owner has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and (h) The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders. However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.