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 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, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence); (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 or the 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 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act.

Acceptance of Trusts and Duties. The Owner Trustee Mortgagee accepts the trusts duties hereby created and applicable to it 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 Trust Indenture and agrees to receive and disburse all moneys actually received by it monies constituting part of the Owner Trust Indenture Estate upon in accordance with the terms of the Basic Documents and this Agreementhereof. The Owner Trustee Trustee, in its individual capacity, and the Mortgagee, in its individual capacity, shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its their own willful misconductmisconduct or gross negligence (other than for the handling of funds, bad faith for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the Mortgagee, as provided in the fourth sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, from the inaccuracy of any representation or warranty contained in Section 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 made in its individual capacity in the last sentence Participation Agreement or in Section 4.01(b) or 6.03 hereof (or in any certificate furnished to the Mortgagee or any Note Holder in connection with the transactions contemplated by the Operative Agreements) or, in the case of Section 5.4 hereofthe Mortgagee (in its individual capacity), from the inaccuracy of any representation or warranty of the Mortgagee (ivin its individual capacity) for any investments issued by in the Participation Agreement or expressly made hereunder. Neither 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 nor 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 Mortgagee shall not be liable for any error action or inaction of judgment made by a Responsible Officer the other or of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence); (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 or the 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 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such actParticipant.

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, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or gross negligence); (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 Depositor, the Servicer or the CertificateholderCertificateholders; (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 any representations, warranties or covenants of the Issuer 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 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Indenture Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent Indenture Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to monitor or perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Indenture Trustee under the Indenture or the Trust Collateral Agent Sale and Servicing Agreement or by the Servicer 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 the CertificateholderCertificateholders, unless the Certificateholder 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 gross negligence, bad faith or willful misconduct in the performance of any such act; (h) 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) in no event will the Owner Trustee or the Issuer have any responsibility or liability in connection with (i) the compliance by the Servicer, Exeter, the Seller or any other Person with the Exchange Act or Regulation AB or (ii) any filing required to be made by a securitizer under the Exchange Act or Regulation AB. The Owner Trustee will not have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to Section 5.1 of the Purchase Agreement or Section 3.2 of the Sale and Servicing Agreement; (k) 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 Servicer or Holders; and (l) 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 duty to the Indenture Trustee or the Noteholders.

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 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, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 hereof5.4, (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 particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (ai) the Owner Trustee shall not be liable for any error of judgment made by a Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence); (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 or the Certificateholder; (ciii) 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; (eiv) 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (fv) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement; and; (gvi) 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 Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; (vii) the Owner Trustee shall have no duty, responsibility or obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision of this Agreement or any law, rule or regulation in connection with risk retention; (viii) in no event shall the Owner Trustee, its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and (ix) 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. (b) Under no circumstances shall the Owner Trustee be liable for any representations, warranties or covenants of the Trust or any other Person (except as provided in Section 6.1(a) with regard to the Owner Trustee’s representations and warranties contained in Section 6.3) or the indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes.

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 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, bad faith misconduct or negligencenegligence (including where such willful misconduct or negligence results in non-compliance with any covenant or agreement of the Owner Trustee herein), (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4 6.04 hereof, (iviii) for in the case of the inaccuracy of any investments issued representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (viv) for federal or state taxes, fees or other charges oncharges, based on or measured by, by any fees, commissions or compensation received by the Owner TrusteeTrustee in connection with any of the transactions contemplated by this Agreement or any of the Basic Documents. 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 Responsible Trust Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)Trustee; (b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it them in accordance with the instructions of the Servicer Administrator or any Certificateholder (provided that the Certificateholderinstructions have been given by the requisite Percentage Interest of the Certificates pursuant to this Agreement or one of the Basic Documents, as applicable); (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 their 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 itthem; (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 CertificateTrust Certificates, and the Owner Trustee shall not in no any event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documentsherein; (f) the The Owner Trustee shall not be liable for the default or misconduct of the TrusteeAdministrator, the Trust Collateral Agent Depositor, the Indenture Trustee or the Servicer under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Trust Collateral Agent Servicer or the Servicer Depositor under the Sale and Servicing Agreement; and; (g) the The Owner Trustee shall not be under no any 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 Basic Document, at the request, order or direction of any of the CertificateholderCertificateholders, unless the Certificateholder has such Certificateholders have offered to the Owner Trustee it reasonable security or indemnity satisfactory to it the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee it 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, bad faith their negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be liable for any losses due to 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 or communications services; (i) In no event shall the Owner Trustee be personally liable (i) for special, consequential or punitive damages, (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers; (j) Notwithstanding anything to the contrary herein or any Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person, any filings, certificates, affidavits or other instruments required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; and (k) The Owner Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial or investment implications and consequences of the formation, funding and ongoing administration of the Issuing Entity. The Owner Trustee has no duties to the Depositor, any Certificateholder, the Issuing Entity or any other parties with respect to these matters.

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 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, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 hereof5.4, (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 particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (ai) the Owner Trustee shall not be liable for any error of judgment made by a Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence); (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 or the Certificateholder; (ciii) 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; (eiv) 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (fv) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement; and; (gvi) 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 Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; and (vii) the Owner Trustee shall have no duty, responsibility nor obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision of this Agreement or any law, rule or regulation in connection with risk retention. (b) 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.

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, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence); (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 or the 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 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act.

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 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 Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or negligencenegligence (including where such willful misconduct or negligence results in non-compliance with any covenant or agreement of the Owner Trustee herein), (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4 6.04 hereof, (iviii) for in the case of the inaccuracy of any investments issued representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (viv) for federal or state taxes, fees or other charges oncharges, based on or measured by, by any fees, commissions or compensation received by the Owner TrusteeTrustee in connection with any of the transactions contemplated by this Agreement or any of the Transaction Documents. 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Administrator or any Certificateholder (provided that the Certificateholderinstructions have been given by the requisite Percentage Interest of the Certificates pursuant to this Agreement or one of the Transaction Documents, as applicable); (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 their 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 itthem; (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 NotesNotes and distributions on the Trust Certificates; (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 Transaction Documents, other than the certificate of authentication on the CertificateTrust Certificates, and the Owner Trustee shall not in no any event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documentsherein; (f) the The Owner Trustee shall not be liable for the default or misconduct of the TrusteeAdministrator, the Trust Collateral Agent Depositor, the Indenture Trustee or the Servicer under any of the Basic Transaction Documents or otherwise otherwise, and the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Transaction Documents including those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Trust Collateral Agent or Indenture, the Servicer under the Exchange Note Servicing Supplement and the Depositor under the Exchange Note Sale Agreement and Servicing the Exchange Note Transfer Agreement; and; (g) the The Owner Trustee shall not be under no any 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 any of the CertificateholderCertificateholders, unless the Certificateholder has such Certificateholders have offered to the Owner Trustee it (as such and in its individual capacity) reasonable security or indemnity satisfactory to it the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee it therein or thereby. The 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 negligence, bad faith own negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be liable for any losses due to 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 or communications services; (i) In no event shall the Owner Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. The Owner Trustee shall have no responsibility for the accuracy of any information provided to the Certificateholders or any other Person that has been obtained from, or provided to the Owner Trustee; (j) Notwithstanding anything to the contrary herein or any Transaction Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person, any filings, certificates, affidavits or other instruments required under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; and (k) The Owner Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial or investment implications and consequences of the formation, funding and ongoing administration of the Trust. The Owner Trustee has no duties to the Depositor, any Certificateholder, the Trust or any other Person with respect to these matters.

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 and the terms of the Transfer and Servicing 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 Bank 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, gross negligence or bad faith or negligencefaith, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee6.04, (iii) for liabilities arising from the failure of by the Owner Trustee Bank to perform obligations expressly undertaken by it in the last sentence of Section 5.4 hereof5.04, or (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, by any fees, commissions or compensation received by the Owner TrusteeBank 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 The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)Trustee; (b) the Owner Trustee The Bank shall not be liable with respect to any action taken or omitted to be taken by it the Owner Trustee in accordance with the instructions of the Servicer or the any Certificateholder; (c) no No provision of this Agreement or any Basic Document shall require the Owner Trustee Bank 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 Bank 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 circumstance shall the Owner Trustee Bank 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 Bank shall not be liable with respect to any action taken or omitted to be taken by the Owner Depositor, the Trust Administrator, the Master Servicer, the Indenture Trustee, any Officer or the Certificate Paying Agent under this Agreement or any other Operative Agreement or otherwise and the Bank 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 under this Agreement, the Trust Administrator under the Transfer and Servicing, the Indenture Trustee under the Indenture or by any other Person under any of the Operative Agreements; and (f) The Bank 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 Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic DocumentsOperative Agreements, other than the certificate of authentication on the CertificateCertificates, and the Owner Trustee Bank shall in no event assume or incur any liability, duty or obligation to the Trusteeany Noteholder, the Trust Collateral Agent, Depositor or to any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such actherein.

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, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence); (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 Instructing Party, the Servicer or the 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 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Security Insurer, Trustee, Trust Collateral Agent, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Security Insurer, the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Instructing Party or the Certificateholder, unless the such Instructing Party or 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, bad faith or willful misconduct in the performance of any such act.

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, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Instructing Party, the Servicer or the 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 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Security Insurer, Trustee, Trust Collateral Agent, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Security Insurer, the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Instructing Party or the Certificateholder, unless the such Instructing Party or 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, bad faith or willful misconduct in the performance of any such act.

Acceptance of Trusts and Duties. The Owner Indenture Trustee accepts the trusts duties hereby created and applicable to it 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 Trust Indenture and agrees to receive and disburse all moneys actually received by it monies constituting part of the Owner Trust Indenture Estate upon in accordance with the terms of the Basic Documents and this Agreementhereof. The Owner Trustee Trustee, in its individual capacity, and the Indenture Trustee, in its individual capacity, shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its their own willful misconductmisconduct or gross negligence (other than for the handling of funds, bad faith for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the Indenture Trustee, as provided in the fourth sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, from the inaccuracy of any representation or warranty contained in Section 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 made in its individual capacity in the last sentence Participation Agreement or in Section 4.01(b) or 6.03 hereof (or in any certificate furnished to the Indenture Trustee or any Certificate Holder in connection with the transactions contemplated by the Operative Documents) or, in the case of Section 5.4 hereofthe Indenture Trustee (in its individual capacity), from the inaccuracy of any representation or warranty of the Indenture Trustee (ivin its individual capacity) for any investments issued by in the Participation Agreement or expressly made hereunder. Neither 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 nor 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 Indenture Trustee shall not be liable for any error action or inaction of judgment made by a Responsible Officer the other or of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence); (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 or the 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 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such actParticipant.

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 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 circumstancescircumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.6 expressly made by the Owner TrusteeBNY Mellon Trust of Delaware in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee BNY Mellon Trust of Delaware to perform obligations expressly undertaken by it in the second to last sentence of Section 5.4 hereof6.4, or (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 particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):) of the foregoing: (a) the The Owner Trustee shall not be liable for any error of judgment made action it takes or omits to take in accordance with a direction received by a Responsible Officer of it from the Owner Trustee (except in Administrator or the required Certificateholders, as the case of willful misconductmay be, bad faith or negligence)in accordance with the Transaction Documents; (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 or the Certificateholder; (c) no No provision of this Agreement or any Basic 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 rights or powers duties hereunder or under any Basic Transaction Document or in the exercise of any of its rights or powers, if the Owner Trustee shall have reasonable grounds for believing to believe that repayment of such funds or adequate indemnity reasonably satisfactory to the Owner Trustee 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; (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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the The Owner Trustee shall not be liable solely for the default any action or misconduct inaction of the TrusteeIssuer, the Trust Collateral Agent Depositor or the Servicer under Certificateholders or any of the Basic Documents other party (or otherwise agent thereof) to any Transaction Document, and the Owner Trustee shall have no obligation or liability to perform the may assume compliance by such parties with their obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement; and (g) any other Transaction Document unless a Responsible Officer of the Owner Trustee has actual knowledge of or has received written notice to the contrary; (d) The Owner Trustee shall not be under no any 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 any of the CertificateholderCertificateholders or the Administrator, unless such Certificateholders or the Certificateholder has Administrator have offered to the Owner Trustee security or indemnity reasonably satisfactory to it the Owner Trustee against the reasonable costs, expenses and liabilities that may be incurred by it therein or thereby; (e) The Owner Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the Owner Trustee therein shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance of their respective obligations as soon as practicable under the circumstances; (f) Notwithstanding anything to the contrary herein or thereby. otherwise, under no circumstances will the Owner Trustee be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including lost profits); (g) The right Owner Trustee shall not be deemed to have knowledge or notice of any event or information, including any Event of Default, or be required to act upon any event or information (including the sending of any notice), unless written notice of such event or information is received by a Responsible Officer of the Owner Trustee and such notice references the event or information. Absent written notice in accordance with this Section or actual knowledge of such event or information by a Responsible Officer of the Owner Trustee, the Owner Trustee may assume that no such event has occurred. The Owner Trustee shall not have any obligation to perform inquire into, or investigate as to, the occurrence of any discretionary act enumerated such event (including any Event of Default). For purposes of determining the Owner Trustee’s responsibility and liability hereunder, whenever reference is made in this Trust Agreement or in to any Basic Document event (including, but not limited to, an Event of Default), such reference shall not be construed to refer only to such event of which the Owner Trustee has actual knowledge or has received written notice as a duty, and described in this Section. Knowledge of the Owner Trustee shall not be answerable attributed or imputed to BNY Mellon Trust of Delaware’s other roles in the transaction (if any); (h) Under no circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, obligation or indebtedness of the Issuer; (i) 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 any Person other than its negligencethe Owner Trustee or for the form, bad faith character, genuineness, sufficiency, value or willful misconduct validity of the Trust Estate, or for or in respect of the accuracy, validity or sufficiency of any statement of any other party in the performance Transaction Documents, the Certificates or any other document supplied to the Owner Trustee; (j) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by any of its officers or employees unless it is proved that such actPersons were negligent in ascertaining the pertinent facts; and (k) The Owner Trustee shall not be required to investigate any claims with respect to any breach of a representation or warranty under any of the Transaction 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 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, bad faith misconduct or negligencenegligence (including where such willful misconduct or negligence results in non-compliance with any covenant or agreement of the Owner Trustee herein), (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4 6.04 hereof, (iviii) for in the case of the inaccuracy of any investments issued representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (viv) for federal or state taxes, fees or other charges oncharges, based on or measured by, by any fees, commissions or compensation received by the Owner TrusteeTrustee in connection with any of the transactions contemplated by this Agreement or any of the Basic Documents. 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 Responsible Trust Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)Trustee; (b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it them in accordance with the instructions of the Servicer Administrator or any Certificateholder (provided that the Certificateholderinstructions have been given by the requisite Percentage Interest of the Certificates pursuant to this Agreement or one of the Basic Documents, as applicable); (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 their 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 itthem; (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 CertificateTrust Certificates, and the Owner Trustee shall not in no any event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documentsherein; (f) the The Owner Trustee shall not be liable for the default or misconduct of the TrusteeAdministrator, the Trust Collateral Agent Depositor, the Indenture Trustee or the Servicer under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Trust Collateral Agent Servicer or the Servicer Depositor under the Sale and Servicing Agreement; and; (g) the The Owner Trustee shall not be under no any 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 Basic Document, at the request, order or direction of any of the CertificateholderCertificateholders, unless the Certificateholder has such Certificateholders have offered to the Owner Trustee them reasonable security or indemnity satisfactory to it the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee them 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, bad faith their negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be liable for any losses due to 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 or communications services; (i) In no event shall the Owner Trustee be personally liable (i) for special, consequential or punitive damages, (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. The Owner Trustee shall have no responsibility for the accuracy of any information provided to the Certificateholders or any other Person that has been obtained from, or provided to the Owner Trustee; and (j) Notwithstanding anything to the contrary herein or any Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person, any filings, certificates, affidavits or other instruments required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

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 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, bad faith misconduct or negligencenegligence (including where such willful misconduct or negligence results in non-compliance with any covenant or agreement of the Owner Trustee herein), (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4 6.04 hereof, (iviii) for in the case of the inaccuracy of any investments issued representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (viv) for U.S. federal or state taxes, fees or other charges oncharges, based on or measured by, by any fees, commissions or compensation received by the Owner TrusteeTrustee in connection with any of the transactions contemplated by this Agreement or any of the Basic Documents. 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 Responsible Trust Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Administrator or any Certificateholder (provided that the Certificateholderinstructions have been given by the requisite Percentage Interest of the Certificates pursuant to this Agreement or one of the Basic Documents, as applicable); (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 determined that repayment of such funds or adequate indemnity reasonably satisfactory to the Owner Trustee 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, or for any Trust representation, warranty, covenant or obligation under the Basic Documents; (e) the The Owner Trustee shall not be responsible for or in respect of the accuracy, 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 accuracy, validity or sufficiency of the Basic Documents, the Trust Certificates or any other document supplied to the Owner Trustee other than the certificate of authentication on the CertificateTrust Certificates, and the Owner Trustee shall not in no any event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, the Depositor or any other Person other than as expressly provided for herein and in the Basic Documentsherein; (f) the The Owner Trustee shall not be liable for the default Default or misconduct of the TrusteeAdministrator, the Trust Collateral Agent Depositor, the Indenture Trustee or the Servicer under any of the Basic Documents or otherwise and otherwise, the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Trust Collateral Agent Indenture, or the Servicer or the Depositor under the Sale and Servicing Agreement; andAgreement and the Owner Trustee may assume performance by the Administrator, the Depositor, the Indenture Trustee and the Servicer absent written notice to or actual knowledge of a Trust Officer of the Owner Trustee to the contrary; (g) the The Owner Trustee shall not be under no any 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 CertificateholderCertificateholders or the Administrator, unless such Certificateholders or the Certificateholder has Administrator have offered to the Owner Trustee reasonable security or indemnity satisfactory to it the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee it 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, bad faith negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be liable for any losses due to forces beyond the control of the Owner Trustee, including without limitation strikes, work stoppages, lockouts, riots, acts of war or terrorism, civil or military disturbances, government order or regulation, epidemics or pandemics or similar events, government-mandated closures, insurrection, revolution, nuclear or natural disasters, catastrophes, acts of nature or acts of God and interruptions, loss or malfunctions of utilities or communications or computer (including software and hardware) services provided to the Owner Trustee by third parties; (i) In no event shall the Owner Trustee be personally liable (i) for special, consequential, indirect or punitive damages or losses (including, without limitation, lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories or (iii) for the acts or omissions of brokers or dealers; (j) Notwithstanding anything to the contrary herein or any Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person, any filings, certificates, affidavits or other instruments required under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (k) The Owner Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial or investment implications and consequences of the formation, funding and ongoing administration of the Issuing Entity. The Owner Trustee has no duties to the Depositor, any Certificateholder, the Issuing Entity or any other parties with respect to these matters; (l) The Owner Trustee shall not be deemed to have knowledge or notice of any event or information (including, without limitation, any Default or Event of Default, or breach of representation or warranty under any Basic Document), or be required to act upon any event or information (including the sending of any notice), unless a Trust Officer shall have actual knowledge of such event or information or written notice of such event or information is received by a Trust Officer and such notice references the event or information. Absent written notice in accordance with this section, the Owner Trustee may conclusively assume that no such event has occurred. The Owner Trustee shall have no obligation to inquire into, or investigate as to, the occurrence of any such event (including any Default or Event of Default). For purposes of determining the Owner Trustee’s responsibility and liability hereunder, whenever reference is made in this Trust Agreement to any event (including, but not limited to, a Default or an Event of Default), such reference shall be construed to refer only to such event of which the Owner Trustee has received notice as described in this section. Knowledge of the Owner Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction; (m) In no event shall the Owner Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect; and (n) The Owner Trustee shall not have any responsibility on behalf of the Issuing Entity to make any determination with respect to, or monitor or enforce the satisfaction of, any risk retention or other regulatory requirement. (o) The Owner Trustee will not be under any duty to succeed to, assume or otherwise perform any of the duties of the Administrator, Depositor or Servicer, or to appoint a successor or replacement thereof in the event of their resignation or removal, or to remove and replace the Administrator, Depositor or Servicer in the event of a default, breach or failure of performance on the part of such persons with respect to any of their duties and obligations under the terms of the Basic Documents. The Owner Trustee will not be responsible or liable for the actions or omissions of the Issuing Entity or the Administrator or any other Person, or any failure or delay in the performance of their duties or obligations, nor shall it be under any obligation to oversee or monitor their performance. (p) The Owner Trustee shall be under no obligation to (i) monitor, determine or verify the unavailability or cessation of the SOFR Rate (or the then-current Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. (q) The Owner Trustee shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of the SOFR Rate (or the then-current Benchmark) and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Issuing Entity, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties. The Owner Trustee shall be entitled to rely conclusively upon any determination made, and any instruction, notice, Officer’s Certificate or other instrument or information provided by the Administrator, Servicer or Depositor without independent verification, investigation or inquiry of any kind by the Owner Trustee. (r) The Owner Trustee shall not be liable for any interest rate published by any publication that is the source of determining the interest rates of the Notes, including but not limited to the FRBNY’s Website (or any successor source), for any rates compiled by the FRBNY or any successor thereto, or for any rates published on any publicly available source, or in any of the foregoing cases for any delay, error or inaccuracy in the publication of any such rates, or for any subsequent correction or adjustment thereto. (s) The Owner Trustee hereby agrees to cooperate with the Administrator 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. In connection therewith, the Owner Trustee further agrees to comply with any reasonable request made by the Administrator for the delivery of information or documents in the Owner Trustee’s actual possession. It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, comply with, 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.

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 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, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or gross negligence); (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 or the Holding Trust 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 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 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 or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Indenture Trustee, the Trust Collateral Agent, any Noteholder or to the Holding Trust Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent Indenture Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to monitor or perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Indenture Trustee under the Indenture or the Trust Collateral Agent Sale and Servicing Agreement or by the Servicer 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 the Holding Trust Certificateholder, unless 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 gross negligence, bad faith or willful misconduct in the performance of any such act; (h) 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; and (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.

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 Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee Bank 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, gross negligence or bad faith or negligencefaith, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee6.04, (iii) for liabilities arising from the failure of by the Owner Trustee Bank to perform obligations expressly undertaken by it in the last sentence of Section 5.4 hereof5.04, or (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, by any fees, commissions or compensation received by the Owner TrusteeBank 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 The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)Trustee; (b) the Owner Trustee The Bank shall not be liable with respect to any action taken or omitted to be taken by it the Owner Trustee in accordance with the instructions of the Servicer or the CertificateholderHolder; (c) no No provision of this Agreement or any Basic Document shall require the Owner Trustee Bank 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 Bank 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 circumstance shall the Owner Trustee Bank 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 Bank shall not be liable with respect to any action taken or omitted to be taken by the Owner Depositor, the Securities Administrator, the Master Servicer, the Indenture Trustee, any Officer or the Certificate Paying Agent under this Agreement or any other Operative Agreement or otherwise and the Bank 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 under this Agreement, the Securities Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or by any other Person under any of the Operative Agreements; and (f) The Bank 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 Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic DocumentsOperative Agreements, other than the certificate of authentication on the Ownership Certificate, and the Owner Trustee Bank shall in no event assume or incur any liability, duty or obligation to the Trusteeany Noteholder, the Trust Collateral Agent, any Noteholder Depositor or to the CertificateholderHolder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such actherein.

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, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Instructing Party, the Servicer or the 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 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Security Insurer, Trustee, Trust Collateral Agent, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Security Insurer, the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Instructing Party or the Certificateholder, unless the such Instructing Party or 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, bad faith or willful misconduct in the performance of any such act.

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 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, bad faith misconduct or negligencenegligence (including where such willful misconduct or negligence results in non-compliance with any covenant or agreement of the Owner Trustee herein), (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4 6.04 hereof, (iviii) for in the case of the inaccuracy of any investments issued representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (viv) for federal or state taxes, fees or other charges oncharges, based on or measured by, by any fees, commissions or compensation received by the Owner TrusteeTrustee in connection with any of the transactions contemplated by this Agreement or any of the Basic Documents. 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 Responsible Trust Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Administrator or any Certificateholder (provided that the Certificateholderinstructions have been given by the requisite Percentage Interest of the Certificates pursuant to this Agreement or one of the Basic Documents, as applicable); (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 itthem; (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 CertificateTrust Certificates, and the Owner Trustee shall not in no any event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documentsherein; (f) the The Owner Trustee shall not be liable for the default or misconduct of the TrusteeAdministrator, the Trust Collateral Agent Depositor, the Indenture Trustee or the Servicer under any of the Basic Documents or otherwise otherwise, and the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Trust Collateral Agent Servicer or the Servicer Depositor under the Sale and Servicing Agreement; and; (g) the The Owner Trustee shall not be under no any 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 CertificateholderCertificateholders, unless the Certificateholder has such Certificateholders have offered to the Owner Trustee reasonable security or indemnity satisfactory to it the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee it 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, bad faith negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be liable for any losses due to 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 or communications services; (i) In no event shall the Owner Trustee be personally liable (i) for special, consequential, indirect or punitive damages, (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories or (iii) for the acts or omissions of brokers or dealers; (j) Notwithstanding anything to the contrary herein or any Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person, any filings, certificates, affidavits or other instruments required under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; and (k) The Owner Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial or investment implications and consequences of the formation, funding and ongoing administration of the Issuing Entity. The Owner Trustee has no duties to the Depositor, any Certificateholder, the Issuing Entity or any other parties with respect to these matters.

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, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence); (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 or the 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 Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic DocumentsDocuments or any Derivative Contract, other than the certificate of authentication on the Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act.

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 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, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 hereof5.4, (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 particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (ai) the Owner Trustee shall not be liable for any error of judgment made by a Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence); (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 or the Certificateholder; (ciii) 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; (eiv) 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (fv) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement; and; (gvi) 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 Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; (vii) the Owner Trustee shall have no duty, responsibility or obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision of this Agreement or any law, rule or regulation in connection with risk retention; (viii) in no event shall the Owner Trustee, its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and (ix) 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. (b) Under no circumstances shall the Owner Trustee be liable for any representations, warranties or covenants of the Issuer or any other person (except as provided in Section 6.1(a) with regard to the Owner Trustee’s representations and warranties contained in Section 6.3) or the indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes.

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 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, bad faith misconduct or negligencenegligence (including where such willful misconduct or negligence results in non-compliance with any covenant or agreement of the Owner Trustee herein), (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4 6.04 hereof, (iviii) for in the case of the inaccuracy of any investments issued representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (viv) for federal or state taxes, fees or other charges oncharges, based on or measured by, by any fees, commissions or compensation received by the Owner TrusteeTrustee in connection with any of the transactions contemplated by this Agreement or any of the Basic Documents. 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 Responsible Trust Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Administrator or any Certificateholder (provided that the Certificateholderinstructions have been given by the requisite Percentage Interest of the Certificates pursuant to this Agreement or one of the Basic Documents, as applicable); (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 determined that repayment of such funds or adequate indemnity reasonably satisfactory to the Owner Trustee 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 accuracy, 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 accuracy, validity or sufficiency of the Basic Documents, the Trust Certificates or any other document supplied to the Owner Trustee other than the certificate of authentication on the CertificateTrust Certificates, and the Owner Trustee shall not in no any event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, the Depositor or any other Person other than as expressly provided for herein and in the Basic Documentsherein; (f) the The Owner Trustee shall not be liable for the default or misconduct of the TrusteeAdministrator, the Trust Collateral Agent Depositor, the Indenture Trustee or the Servicer under any of the Basic Documents or otherwise and otherwise, the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Trust Collateral Agent Servicer or the Servicer Depositor under the Sale and Servicing Agreement; andAgreement and the Owner Trustee may assume performance by the Administrator, the Depositor, the Indenture Trustee and the Servicer absent written notice to or actual knowledge of a Trust Officer of the Owner Trustee to the contrary; (g) the The Owner Trustee shall not be under no any 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 CertificateholderCertificateholders or the Administrator, unless such Certificateholders or the Certificateholder has Administrator have offered to the Owner Trustee reasonable security or indemnity satisfactory to it the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee it 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, bad faith negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be liable for any losses due to 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 or communications services; (i) In no event shall the Owner Trustee be personally liable (i) for special, consequential, indirect or punitive damages or losses, (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories or (iii) for the acts or omissions of brokers or dealers; (j) Notwithstanding anything to the contrary herein or any Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person, any filings, certificates, affidavits or other instruments required under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (k) The Owner Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial or investment implications and consequences of the formation, funding and ongoing administration of the Issuing Entity. The Owner Trustee has no duties to the Depositor, any Certificateholder, the Issuing Entity or any other parties with respect to these matters; (l) The Owner Trustee shall not be deemed to have knowledge or notice of any event or information, including any default or Event of Default, or be required to act upon any event or information (including the sending of any notice), unless a Trust Officer shall have actual knowledge of such event or information or written notice of such event or information is received by a Trust Officer and such notice references the event or information. Absent written notice in accordance with this section, the Owner Trustee may conclusively assume that no such event has occurred. The Owner Trustee shall have no obligation to inquire into, or investigate as to, the occurrence of any such event (including any default or Event of Default). For purposes of determining the Owner Trustee’s responsibility and liability hereunder, whenever reference is made in this Trust Agreement to any event (including, but not limited to, a default or an Event of Default), such reference shall be construed to refer only to such event of which the Owner Trustee has received notice as described in this section. Knowledge of the Owner Trustee shall not be attributed or imputed to W▇▇▇▇ Fargo’s other roles in the transaction; and (m) In no event shall the Owner Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, 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 but only upon the terms of this AgreementAgreement and the other Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate Property upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable in its individual capacity hereunder or under any other Basic Document under any circumstancescircumstances to any Person, except to the Trust and the Certificateholders (i) for its own willful misconduct, bad faith or negligencegross negligence in the performance of its duties hereunder, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.3 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 5.4 6.4 hereof, (iv) for any investments issued by the entity serving as 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, and every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Owner Trustee shall be subject to this Section. 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 by a Responsible Officer an officer or employee of the Owner Trustee (except or for any act or omission believed by it to be authorized or within its powers or for any information contained in the case of willful misconductPrivate Placement Memorandum, bad faith or negligence)except for the information provided by the Owner Trustee and contained in the section entitled “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 good faith in accordance with the instructions of the Board, the Instructing Party, the Servicer, the Backup Servicer or any Certificateholder in accordance with the Certificateholderterms of this Agreement and the other Basic Documents; (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 liability (financial liability or otherwise) 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 the representations, warranties, covenants, obligations, or indebtedness of the Trust 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 validity, enforceability or sufficiency of this Agreement or for the due execution hereof by the Depositor Seller or the Regular Trustees or for the form, character, genuineness, sufficiency, performance, enforceability, value or validity of any of the Owner Trust Estate Property or for or in respect of the validity validity, enforceability or sufficiency of the other Basic Documents, other than the certificate of authentication on the CertificateDocument, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Indenture Trustee, the Trust Collateral Agent, any Noteholder or the any Certificateholder, other than as expressly provided for herein and in the other Basic Documents; (f) the Owner Trustee shall not be liable for the action or inaction or the default or misconduct of the Regular Trustees, the Seller, the Indenture Trustee, the Trust Collateral Agent Agent, the Administrator, the Servicer, Credit Acceptance or the Backup Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to monitor, supervise or perform the obligations under this Agreement or the other Basic Documents that are required to be performed by the Seller under this Agreement, by the Indenture Trustee under the Indenture or the Trust Collateral Agent or the Administrator, the Servicer, Credit Acceptance or the Backup Servicer under the Sale and Servicing Agreement; andAgreement and none of the Administrator, the Servicer, Credit Acceptance, the Backup Servicer, the Indenture Trustee, the Trust Collateral Agent or the Certificate Registrar shall be deemed to be agents of the Owner Trustee; (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 CertificateholderInstructing Party or any of the Certificateholders, unless the Certificateholder has such Instructing Party or Certificateholders have offered to the Owner Trustee security or indemnity reasonably 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, bad faith gross negligence or willful misconduct in the performance of any such act; (h) the Owner Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document; (i) all funds deposited with the Owner Trustee, if any, may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any interest thereon; (j) the Owner Trustee shall not be liable for (x) special, incidental, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits, even if the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the reasonable control of the Owner Trustee, including, without limitation, provisions of any present or future law or regulation or act of any governmental authority, strikes or labor disputes, work stoppages, acts of war or terrorism, insurrection, civil unrest, revolution, disease, epidemics, pandemics, quarantines, national emergencies, nuclear or natural catastrophes, malware or ransomware attacks, unavailability of the Federal Reserve Bank wire or telex system or other applicable wire or funds transfer system, unavailability of any securities clearing system, acts of God and interruptions, losses, failures or malfunctions of utilities, communications or computer (software and hardware) services; (k) in the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement and the other Basic Documents, the Owner Trustee may act directly or through agents (including, without limitation, affiliates) or attorneys or a custodian or nominee and the Owner Trustee shall not be liable for the conduct or misconduct of such agents (other than affiliates) or attorneys or a custodian or nominee if such agents or attorneys or a custodian or nominee shall have been selected by the Owner Trustee in good faith and with due care; (l) in no event shall the Owner Trustee have any responsibility to monitor compliance with or enforce compliance with the credit risk retention requirements of the ▇▇▇▇-▇▇▇▇▇ Act for asset-backed securities or other rules or regulations relating to risk retention. The Owner Trustee shall not be charged with knowledge of such rules, nor shall it be liable to any Certificateholder, Noteholder or other party for violation of such rules nor or hereinafter in effect; (m) in no event shall the Owner Trustee be liable for delay or failure to perform its duties hereunder if such delay or failure is a direct or proximate result of another party’s delay or failure to perform its obligations hereunder or under any other Basic Document; (n) any discretion, permissive right, or privilege of the Owner Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation; (o) the provisions of this Agreement, to the extent they restrict or eliminate the duties and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by each Certificateholder and each other beneficial owner or other party hereto, to replace such otherwise existing duties and liabilities of the Owner Trustee; and (p) in no event shall the Owner Trustee have any obligation to approve or consent to any loan modification in connection with the underlying collateral.

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 AgreementAgreement and the Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate Property upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable in its individual capacity hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.3 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 6.4 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, and every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Owner Trustee shall be subject to this Section. 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 Responsible Officer of the Owner Trustee (except or for any information contained in the case of willful misconductPrivate Placement Memorandum, bad faith or negligence);except for the information provided by the Owner Trustee and contained in the section entitled “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 good faith in accordance with the instructions of the Instructing Party, the Servicer, the Backup Servicer or any Certificateholder in accordance with the Certificateholderterms of this Agreement and the Basic Documents; (c) no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any liability (financial liability or otherwise) 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 of the Trust 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 Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Property or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the CertificateCertificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Indenture Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Seller, the Indenture Trustee, the Trust Collateral Agent Agent, the Servicer or the Backup Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Seller under this Agreement, by the Indenture Trustee under the Indenture or the Trust Collateral Agent or the Servicer or the Backup Servicer 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 the CertificateholderInstructing Party or any of the Certificateholders, unless the Certificateholder has such Instructing Party or Certificateholders have offered to the Owner Trustee security or indemnity reasonably 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, bad faith or willful misconduct in the performance of any such act.

Acceptance of Trusts and Duties. The Owner Delaware Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the express terms of this Agreement. The Owner Neither the Delaware Trustee also agrees nor any of its officers, directors, employees, agents or affiliates will have any implied duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to disburse all moneys actually received by it constituting part of the Owner Issuer, which implied duties and liabilities are hereby eliminated. It is expressly understood and agreed that under no circumstances will U.S. Bank Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not National Association be personally liable answerable or accountable hereunder to the Trustor, a Certificateholder or under any Basic Document under any circumstancesother Person except for (x) its negligence, except (i) for its own willful misconduct, misconduct or bad faith or negligencein the performance of its duties under this Agreement, (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.03 hereof expressly made in good faith by the Owner Trustee, it in its individual capacity or (iiiz) for liabilities arising from the failure a breach of the Owner Trustee to perform obligations expressly undertaken by it covenant given in its individual capacity set forth in the last sentence of Section 5.4 hereof, (iv) for any investments issued by 6.03 and the Owner Trustee or any branch or affiliate thereof covenant given in its commercial individual capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by in the Owner Trusteelast sentence of Section 11.14. In particular, but not by way of limitation (and subject in each case to the exceptions set forth in the preceding sentence, as applicable): (a) the Owner Delaware Trustee shall will not be liable for any error of judgment made by a Responsible Officer any of the Owner Trustee (except its officers or employees or for any acts or omissions believed in the case of willful misconduct, bad good faith to be authorized or negligence)within its powers; (b) the Owner Delaware 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 Servicer Trustor or the CertificateholderCertificateholders; (c) no provision of this Agreement or any Basic Transaction Document shall will require the Owner Delaware 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 Delaware Trustee shall will 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 will the Owner Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the NotesSecurities; (e) the Owner Delaware Trustee shall will 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 Transaction Documents, other than the certificate of authentication on Notes, or the Certificate, Certificates and the Owner Trustee shall in no event will the Delaware Trustee assume or incur any liability, duty duty, or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholderany other Person, other than as expressly provided for herein and in herein, to the Basic DocumentsTrustor or the Certificateholders; (f) the Owner Delaware Trustee shall will not have any obligation and the Delaware Trustee will not be liable for the default or misconduct of the Trusteeof, or for monitoring or supervising, or for ensuring compliance by, the Trust Collateral Agent Trustor, the Administrator, the Certificate Registrar, the Certificate Paying Agent, the Trustor, the Issuer or the Servicer Indenture Trustee under any of the Basic Transaction Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreementotherwise; and (g) the Owner Delaware Trustee shall will not be under no any 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 CertificateholderTrustor or any other Person, unless the Certificateholder has offered to the Owner Trustee it receives security or indemnity satisfactory to it in its sole discretion against the costs, expenses and liabilities that may be incurred by the Owner Delaware Trustee therein or thereby. The right of the Owner Delaware 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 Delaware Trustee shall will not be answerable for other than its negligence, own negligence or bad faith or willful misconduct in the performance of any such act.

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 AgreementDocuments. The Owner Trustee shall will not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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, and (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 particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) the Owner Trustee shall will not be liable for any error of judgment made by a Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Instructing Party, the Servicer or the CertificateholderMajority Certificateholders; (c) no provision of this Agreement or any 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; (d) under no circumstances shall will 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 will 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 CertificateCertificates, and the Owner Trustee shall will in no event assume or incur any liability, duty or obligation to the Security Insurer, Indenture Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documentsherein; (f) the Owner Trustee shall will not be liable for the default or misconduct of the Security Insurer, the Administrator, the Indenture Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have has no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under Administrator, the Indenture or the Trust Collateral Agent Trustee or the Servicer under the Sale and Servicing Agreement; and (g) the Owner Trustee shall will 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 CertificateholderInstructing Party or the Majority Certificateholders, unless the Certificateholder such Instructing Party or Majority Certificateholders 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 will not be construed as a duty, and the Owner Trustee shall will not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act. With respect to the Security Insurer or Instructing Party, the Owner Trustee undertakes to perform or observe only such of the covenants and obligations of the Owner Trustee as are expressly set forth in this Agreement, and no implied covenants or obligations with respect to the Security Insurer or Instructing Party shall be read into the Basic Documents against the Owner Trustee. The Owner Trustee shall not be deemed to owe any fiduciary duty to the Security Insurer or Instructing Party, and shall not be liable to any such person for the failure of the Trust to perform its obligations to such persons other than as a result of the gross negligence or willful misconduct of the Owner Trustee in the performance of its express obligations under this Agreement.

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 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, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 hereof5.4, (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 particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (ai) the Owner Trustee shall not be liable for any error of judgment made by a Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence); (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 or the Certificateholder; (ciii) 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; (eiv) 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (fv) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement; and (gvi) 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 Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; and (vii) the Owner Trustee shall have no duty, responsibility nor obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision of this Agreement. (b) 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.

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 Owner Trust Estate Assets upon the terms of the Basic 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, bad faith misconduct or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 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 5.4 6.04 hereof, (iv) for any investments issued by the Owner Trustee or any branch or affiliate thereof in its commercial capacity capacity, or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner TrusteeTrustee 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 Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee (except in which did not result from negligence on the case part of willful misconduct, bad faith or negligence)such Responsible Officer; (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 Administrator, the Required Holders or the Equity Certificateholder; (c) 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 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 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 Owner Trust Estate Assets, 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 Equity Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholderor, other than as expressly provided for herein and in herein, to the Basic DocumentsEquity Certificateholder; (f) the Owner Trustee shall not be liable for the default or misconduct of the TrusteeAdministrator, the Trust Collateral Agent Depositor, the Indenture Trustee or the Servicer under any of the Basic Transaction Documents or 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 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 Collateral Agent or the Servicer Depositor under the Sale and Servicing Agreementany Transaction Document; 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 other Transaction Document, at the request, order or direction of the Equity Certificateholder, unless 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, bad faith or willful misconduct in the performance of any such act.

Acceptance of Trusts and Duties. The Owner Delaware Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its duties hereunder with respect to such trusts but only upon the express terms of this Agreement. The Owner Neither the Delaware Trustee also agrees nor any of its officers, directors, employees, agents or affiliates will have any implied duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to disburse all moneys actually received by it constituting part of the Owner Issuer, which implied duties and liabilities are hereby eliminated. It is expressly understood and agreed that under no circumstances will U.S. Bank Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not National Association be personally liable answerable or accountable hereunder to the Trustor, a Certificateholder or under any Basic Document under any circumstancesother Person except for (x) its negligence, except (i) for its own willful misconduct, misconduct or bad faith or negligencein the performance of its duties under this Agreement, (iiy) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.03 hereof expressly made in good faith by the Owner Trustee, it in its individual capacity or (iiiz) for liabilities arising from the failure a breach of the Owner Trustee to perform obligations expressly undertaken by it covenant given in its individual capacity set forth in the last sentence of Section 5.4 hereof, (iv) for any investments issued by 6.03 and the Owner Trustee or any branch or affiliate thereof covenant given in its commercial individual capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by in the Owner Trusteelast sentence of Section 11.14. In particular, but not by way of limitation (and subject in each case to the exceptions set forth in the preceding sentence, as applicable): (a) the Owner Delaware Trustee shall will not be liable for any error of judgment made by a Responsible Officer any of the Owner Trustee (except its officers or employees or for any acts or omissions believed in the case of willful misconduct, bad good faith to be authorized or negligence)within its powers; (b) the Owner Delaware 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 Servicer Trustor or the CertificateholderCertificateholders; (c) no provision of this Agreement or any Basic Transaction Document shall will require the Owner Delaware 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 Delaware Trustee shall will 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 will the Owner Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the NotesSecurities; (e) the Owner Delaware Trustee shall will 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 Transaction Documents, other than the certificate of authentication on Notes, or the Certificate, Certificates and the Owner Trustee shall in no event will the Delaware Trustee assume or incur any liability, duty duty, or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholderany other Person, other than as expressly provided for herein and in herein, to the Basic DocumentsTrustor or the Certificateholders; (f) the Owner Delaware Trustee shall will not have any obligation and the Delaware Trustee will not be liable for the default or misconduct of the Trusteeof, or for monitoring or supervising, or for ensuring compliance by, the Trust Collateral Agent Trustor, the Administrator, the Certificate Registrar, the Certificate Paying Agent, the Trustor, the Issuer or the Servicer Indenture Trustee under any of the Basic Transaction Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreementotherwise; and (g) the Owner Delaware Trustee shall will not be under no any 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 CertificateholderTrustor or any other Person, unless the Certificateholder has offered to the Owner Trustee it receives security or indemnity satisfactory to it in its sole discretion against the costs, expenses and liabilities that may be incurred by the Owner Delaware Trustee therein or thereby. The right of the Owner Delaware 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 Delaware Trustee shall will not be answerable for other than its negligence, own negligence or bad faith or willful misconduct in the performance of any such act.

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, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or gross negligence); (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 or the CertificateholderCertificateholders; (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 any representations, warranties or covenants of the Issuer 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 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Indenture Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent Indenture Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to monitor or perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Indenture Trustee under the Indenture or the Trust Collateral Agent Sale and Servicing Agreement or by the Servicer 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 the CertificateholderCertificateholders, unless the Certificateholder 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 gross negligence, bad faith or willful misconduct in the performance of any such act; (h) 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; and (j) in no event will the Owner Trustee or the Issuer have any responsibility or liability in connection with (i) the compliance by the Servicer, Exeter, the Seller or any other Person with the Exchange Act or Regulation AB or (ii) any filing required to be made by a securitizer under the Exchange Act or Regulation AB. The Owner Trustee will not have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to Section 5.1 of the Purchase Agreement, Section 5.1 of the Sale Agreement or Section 3.2 of the Sale and Servicing 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 Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.3 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 6.4 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Instructing Party, the Servicer or the 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 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 CertificateCertificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Insurer, Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the TrusteeDepositor, the Trust Collateral Agent Insurer, the Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Depositor under this Agreement, the Insurer or the Trustee under the Note Policy, by the Trustee under the Indenture or the Trust Collateral Agent Trustee or the Servicer 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 the CertificateholderInstructing Party or any of the Certificateholders, unless the Certificateholder has such Instructing Party or 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, bad faith or willful misconduct in the performance of any such act.

Acceptance of Trusts and Duties. The Owner Indenture Trustee accepts the trusts duties hereby created and applicable to it 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 Trust Indenture and agrees to receive and disburse all moneys actually received by it monies constituting part of the Owner Trust Indenture Estate upon in accordance with the terms of the Basic Documents and this Agreementhereof. The Owner Trustee Trustee, in its individual capacity, and the Indenture Trustee, in its individual capacity, shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its their own willful misconductmisconduct or gross negligence (other than for the handling of funds, bad faith for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the Indenture Trustee, as provided in the fourth sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, from the inaccuracy of any representation or warranty contained in Section 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 made in its individual capacity in the last sentence Participation Agreement or in Section 6.03 hereof (or in any certificate furnished to the Indenture Trustee or any Note Holder in connection with the transactions contemplated by the Operative Documents) or, in the case of Section 5.4 hereofthe Indenture Trustee (in its individual capacity), from the inaccuracy of any representation or warranty of the Indenture Trustee (ivin its individual capacity) for any investments issued by in the Participation Agreement or expressly made hereunder. Neither 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 nor 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 Indenture Trustee shall not be liable for any error action or inaction of judgment made by a Responsible Officer the other or of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence); (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 or the 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 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such actParticipant.

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 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 circumstancescircumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.6 expressly made by the Owner TrusteeBNY Mellon Trust of Delaware in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee BNY Mellon Trust of Delaware to perform obligations expressly undertaken by it in the second to last sentence of Section 5.4 hereof6.4, or (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 particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):) of the foregoing: (a) the The Owner Trustee shall not be liable for any error of judgment made action it takes or omits to take in accordance with a direction received by a Responsible Officer of it from the Owner Trustee (except in Administrator or the required Certificateholders, as the case of willful misconductmay be, bad faith or negligence)in accordance with the Transaction Documents; (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 or the Certificateholder; (c) no No provision of this Agreement or any Basic 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 rights or powers duties hereunder or under any Basic Transaction Document or in the exercise of any of its rights or powers, if the Owner Trustee shall have reasonable grounds for believing to believe that repayment of such funds or adequate indemnity reasonably satisfactory to the Owner Trustee 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; (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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the The Owner Trustee shall not be liable solely for the default any action or misconduct inaction of the TrusteeIssuer, the Trust Collateral Agent Depositor or the Servicer under Certificateholders or any of the Basic Documents other party (or otherwise agent thereof) to any Transaction Document, and the Owner Trustee shall have no obligation or liability to perform the may assume compliance by such parties with their obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement; and (g) any other Transaction Document unless a Responsible Officer of the Owner Trustee has actual knowledge of or has received written notice to the contrary; (d) The Owner Trustee shall not be under no any 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 any of the CertificateholderCertificateholders or the Administrator, unless such Certificateholders or the Certificateholder has Administrator have offered to the Owner Trustee security or indemnity reasonably satisfactory to it the Owner Trustee against the reasonable costs, expenses and liabilities that may be incurred by it therein or thereby; (e) The Owner Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the Owner Trustee therein shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance of their respective obligations as soon as practicable under the circumstances; (f) Notwithstanding anything to the contrary herein or thereby. otherwise, under no circumstances will the Owner Trustee be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including lost profits); (g) The right Owner Trustee shall not be deemed to have knowledge or notice of any event or information, including any Event of Default, or be required to act upon any event or information (including the sending of any notice), unless written notice of such event or information is received by a Responsible Officer of the Owner Trustee and such notice references the event or information. Absent written notice in accordance with this Section or actual knowledge of such event or information by a Responsible Officer of the Owner Trustee, the Owner Trustee may assume that no such event has occurred. The Owner Trustee shall not have any obligation to perform inquire into, or investigate as to, the occurrence of any discretionary act enumerated such event (including any Event of Default). For purposes of determining the Owner Trustee’s responsibility and liability hereunder, whenever reference is made in this Trust Agreement or in to any Basic Document event (including, but not limited to, an Event of Default), such reference shall not be construed to refer only to such event of which the Owner Trustee has actual knowledge or has received written notice as a duty, and described in this Section. Knowledge of the Owner Trustee shall not be answerable attributed or imputed to BNY Mellon Trust of Delaware’s other roles in the transaction (if any); (h) Under no circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, obligation or indebtedness of the Issuer; (i) 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 any Person other than its negligencethe Owner Trustee or for the form, bad faith character, genuineness, sufficiency, value or willful misconduct validity of the Trust Estate, or for or in respect of the accuracy, validity or sufficiency of any statement of any other party in the performance Transaction Documents, the Certificates or any other document supplied to the Owner Trustee; (j) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by any of its officers or employees unless it is proved that such actPersons were negligent in ascertaining the pertinent facts; and (k) The Owner Trustee shall not be required to investigate any claims with respect to any breach of a representation or warranty under any of the Transaction 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 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, bad faith misconduct or negligencenegligence (including where such willful misconduct or negligence results in non-compliance with any covenant or agreement of the Owner Trustee herein), (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4 6.04 hereof, (iviii) for in the case of the inaccuracy of any investments issued representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (viv) for U.S. federal or state taxes, fees or other charges oncharges, based on or measured by, by any fees, commissions or compensation received by the Owner TrusteeTrustee in connection with any of the transactions contemplated by this Agreement or any of the Basic Documents. 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 Responsible Trust Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Administrator or any Certificateholder (provided that the Certificateholderinstructions have been given by the requisite Percentage Interest of the Certificates pursuant to this Agreement or one of the Basic Documents, as applicable); (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 determined that repayment of such funds or adequate indemnity reasonably satisfactory to the Owner Trustee 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, or for any Trust representation, warranty, covenant or obligation under the Basic Documents; (e) the The Owner Trustee shall not be responsible for or in respect of the accuracy, 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 accuracy, validity or sufficiency of the Basic Documents, the Trust Certificates or any other document supplied to the Owner Trustee other than the certificate of authentication on the CertificateTrust Certificates, and the Owner Trustee shall not in no any event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, the Depositor or any other Person other than as expressly provided for herein and in the Basic Documentsherein; (f) the The Owner Trustee shall not be liable for the default Default or misconduct of the TrusteeAdministrator, the Trust Collateral Agent Depositor, the Indenture Trustee or the Servicer under any of the Basic Documents or otherwise and otherwise, the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Trust Collateral Agent Indenture, or the Servicer or the Depositor under the Sale and Servicing Agreement; andAgreement and the Owner Trustee may assume performance by the Administrator, the Depositor, the Indenture Trustee and the Servicer absent written notice to or actual knowledge of a Trust Officer of the Owner Trustee to the contrary; (g) the The Owner Trustee shall not be under no any 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 CertificateholderCertificateholders or the Administrator, unless such Certificateholders or the Certificateholder has Administrator have offered to the Owner Trustee reasonable security or indemnity satisfactory to it the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee it 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, bad faith negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be liable for any losses due to forces beyond the control of the Owner Trustee, including without limitation strikes, work stoppages, lockouts, riots, acts of war or terrorism, civil or military disturbances, government order or regulation, epidemics or pandemics or similar events, government-mandated closures, insurrection, revolution, nuclear or natural disasters, catastrophes, acts of nature or acts of God and interruptions, loss or malfunctions of utilities or communications or computer (including software and hardware) services provided to the Owner Trustee by third parties; (i) In no event shall the Owner Trustee be personally liable (i) for special, consequential, indirect or punitive damages or losses (including, without limitation, lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories or (iii) for the acts or omissions of brokers or dealers; (j) Notwithstanding anything to the contrary herein or any Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person, any filings, certificates, affidavits or other instruments required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (k) The Owner Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial or investment implications and consequences of the formation, funding and ongoing administration of the Issuing Entity. The Owner Trustee has no duties to the Depositor, any Certificateholder, the Issuing Entity or any other parties with respect to these matters; (l) The Owner Trustee shall not be deemed to have knowledge or notice of any event or information (including, without limitation, any Default or Event of Default, or breach of representation or warranty under any Basic Document), or be required to act upon any event or information (including the sending of any notice), unless a Trust Officer shall have actual knowledge of such event or information or written notice of such event or information is received by a Trust Officer and such notice references the event or information. Absent written notice in accordance with this section, the Owner Trustee may conclusively assume that no such event has occurred. The Owner Trustee shall have no obligation to inquire into, or investigate as to, the occurrence of any such event (including any Default or Event of Default). For purposes of determining the Owner Trustee’s responsibility and liability hereunder, whenever reference is made in this Trust Agreement to any event (including, but not limited to, a Default or an Event of Default), such reference shall be construed to refer only to such event of which the Owner Trustee has received notice as described in this section. Knowledge of the Owner Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction; (m) In no event shall the Owner Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect; and (n) The Owner Trustee shall not have any responsibility on behalf of the Issuing Entity to make any determination with respect to, or monitor or enforce the satisfaction of, any risk retention or other regulatory requirement. (o) The Owner Trustee will not be under any duty to succeed to, assume or otherwise perform any of the duties of the Administrator, Depositor or Servicer, or to appoint a successor or replacement thereof in the event of their resignation or removal, or to remove and replace the Administrator, Depositor or Servicer in the event of a default, breach or failure of performance on the part of such persons with respect to any of their duties and obligations under the terms of the Basic Documents. The Owner Trustee will not be responsible or liable for the actions or omissions of the Issuing Entity or the Administrator or any other Person, or any failure or delay in the performance of their duties or obligations, nor shall it be under any obligation to oversee or monitor their performance. (p) The Owner Trustee shall be under no obligation to (i) monitor, determine or verify the unavailability or cessation of the SOFR Rate (or the then-current Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. (q) The Owner Trustee shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of the SOFR Rate (or the then-current Benchmark) and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Issuing Entity, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties. The Owner Trustee shall be entitled to rely conclusively upon any determination made, and any instruction, notice, Officer’s Certificate or other instrument or information provided by the Administrator, Servicer or Depositor without independent verification, investigation or inquiry of any kind by the Owner Trustee. (r) The Owner Trustee shall not be liable for any interest rate published by any publication that is the source of determining the interest rates of the Notes, including but not limited to the FRBNY’s Website (or any successor source), for any rates compiled by the FRBNY or any successor thereto, or for any rates published on any publicly available source, or in any of the foregoing cases for any delay, error or inaccuracy in the publication of any such rates, or for any subsequent correction or adjustment thereto. (s) The Owner Trustee hereby agrees to cooperate with the Administrator 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. In connection therewith, the Owner Trustee further agrees to comply with any reasonable request made by the Administrator for the delivery of information or documents in the Owner Trustee’s actual possession. It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, comply with, 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.

Acceptance of Trusts and Duties. The Owner Indenture Trustee in its individual capacity accepts the trusts trust hereby created and agrees to perform its duties hereunder with respect to such trusts the same but only upon the terms of this AgreementIndenture. The Indenture Trustee agrees for the benefit of the Note Holders, the Owner Trustee also agrees and the Owner Participant to receive and disburse all moneys actually received by it constituting part of the Owner Trust Indenture Estate upon in accordance with the terms hereof; and neither the Trust Company nor the Indenture Trustee shall be answerable or accountable under any circumstances, except for their own willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be negligence), or as provided in the fourth sentence of Section 2.04(a) hereof and in the last sentence of Section 5.04 hereof, and except for liabilities that may result, in the case of the Basic Documents and this Trust Company, from the inaccuracy of any representation or warranty of the Trust Company in the Refunding Agreement or in the Trust Agreement or in Section 6.03 hereof or the failure to perform any covenant of the Trust Company pursuant to Section 4.01(a) hereof or in the Trust Agreement, the Refunding Agreement, or, in the case of the Indenture Trustee, from the inaccuracy of any representation or warranty, or failure to perform any covenant, of the Indenture Trustee made in its individual capacity herein, in the Refunding Agreement or in any other document. None of the Owner Participant, the Trust Company or the Indenture Trustee shall be liable for any action or inaction of any other one of such parties, except, in the case of the Owner Participant, for any action or omission of the Owner Trustee performed or omitted on the instructions of the Owner Participant. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) deemed a trustee for its own willful misconduct, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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) Note Holders 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence); (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 or the 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 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such actpurpose.

Acceptance of Trusts and Duties. The Owner Trustee First Security accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts the same as Owner Trustee but only upon the terms of this Agreementhereof and the Trust Indenture applicable to it. The Owner Trustee also agrees to receive and disburse all moneys actually monies received by it constituting part of the Owner Trust Estate upon pursuant to the terms of the Basic Documents and this Agreementhereof. The Owner Trustee First Security shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except for (ia) for its own willful misconductmisconduct or gross negligence (including, bad faith or negligencewithout limitation, in connection with any activities of Owner Trustee in violation of Section 5.4.2), (iib) its failure (in its individual capacity) to perform its obligations under Section 5.4.1, (c) its or Owner Trustee's failure to use ordinary care to receive or disburse funds or to comply with the case first sentence of Section 6.8, (d) liabilities that may result from the inaccuracy of any representation or breach of warranty contained of it in Section 6.3 expressly made by the Owner Trustee, its individual capacity (iii) for liabilities arising or from the failure of the Owner Trustee to perform obligations expressly undertaken by it in its individual capacity to perform any covenant) in this Trust Agreement, the last sentence Trust Indenture, the Lease or the Participation Agreement or elsewhere in any of Section 5.4 hereofthe other Operative Agreements, (ive) 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, by any fees, commissions or compensation received by First Security in connection with the transactions contemplated by this Trust Agreement and the other Operative Agreements to which it (in its individual capacity or as Owner Trustee. In particular) is a party, but not by way (f) its or Owner Trustee's failure to use ordinary care in receiving or disbursing funds or in connection with its obligation to invest funds pursuant to Section 4.4 of limitation the Lease or Section 4.3 hereof, (and subject to g) for any liability on the exceptions set forth in the preceding sentence): (a) the part of Owner Trustee shall not be liable for any error of judgment made by a Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence); (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 or the 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 arising out of its rights negligence or powers hereunder willful or negligent misconduct in connection with its obligations 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; Section 5.1 (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 Certificatefirst sentence thereof), and the Owner Trustee shall in no event assume 6.8 or incur any liability, duty 9.2 hereof or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act.Section 4.01

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, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or gross negligence); (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 Instructing Party, the Servicer or the 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 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Security Insurer, Trustee, Trust Collateral Agent, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Security Insurer, the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Instructing Party or the Certificateholder, unless the such Instructing Party or 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 gross negligence, bad faith or willful misconduct in the performance of any such act.

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 and the terms of the Transfer and Servicing Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate Fund upon the terms of the Basic Documents and this Agreement. The Owner Trustee Bank 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, gross negligence or bad faith or negligencefaith, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee6.4, (iii) for liabilities arising from the failure of by the Owner Trustee Bank to perform obligations expressly undertaken by it in the last sentence of Section 5.4 hereof, or (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, by any fees, commissions or compensation received by the Owner TrusteeBank 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 The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)Trustee; (b) the Owner Trustee The Bank shall not be liable with respect to any action taken or omitted to be taken by it the Owner Trustee in accordance with the instructions of the Servicer or the Certificateholder; (c) no No provision of this Agreement or any Basic Document shall require the Owner Trustee Bank 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 Bank 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 circumstance shall the Owner Trustee Bank 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 Bank shall not be liable with respect to any action taken or omitted to be taken by the Owner Depositor, the Securities Administrator, the Seller, the Originators, the Servicer, the Master Servicer, the Indenture Trustee, any Trust Officer or the Certificate Paying Agent under this Agreement or any other Operative Agreement or otherwise and the Bank 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 under this Agreement, the Securities Administrator under the Transfer and Servicing Agreement, the Indenture Trustee under the Indenture or by any other Person under any of the Operative Agreements; and (f) The Bank 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 Owner Trust Estate Fund or for or in respect of the validity or sufficiency of the Basic DocumentsOperative Agreements, other than the certificate of authentication on the CertificateCertificates, and the Owner Trustee Bank shall in no event assume or incur any liability, duty or obligation to the Trusteeany Noteholder, the Trust Collateral Agent, any Noteholder Depositor or to the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such actherein.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created he▇▇▇▇ ▇reated 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, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or gross negligence); (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 Depositor, the Servicer or the CertificateholderCertificateholders; (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 any representations, warranties or covenants of the Issuer 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 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Indenture Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent Indenture Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to monitor or perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Indenture Trustee under the Indenture or the Trust Collateral Agent Sale and Servicing Agreement or by the Servicer 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 the CertificateholderCertificateholders, unless the Certificateholder 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 gross negligence, bad faith or willful misconduct in the performance of any such act; (h) 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) in no event will the Owner Trustee or the Issuer have any responsibility or liability in connection with (i) the compliance by the Servicer, Exeter, the Seller or any other Person with the Exchange Act or Regulation AB or (ii) any filing required to be made by a securitizer under the Exchange Act or Regulation AB. The Owner Trustee will not have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to Section 5.1 of the Purchase Agreement or Section 3.2 of the Sale and Servicing Agreement; (k) 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 Servicer or Holders; and (l) 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 duty to the Indenture 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 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, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or gross negligence); (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 Depositor, the Servicer or the CertificateholderCertificateholders; (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 any representations, warranties or covenants of the Issuer 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 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Indenture Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent Indenture Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to monitor or perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Indenture Trustee under the Indenture or the Trust Collateral Agent Sale and Servicing Agreement or by the Servicer 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 the CertificateholderCertificateholders, unless the Certificateholder 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 gross negligence, bad faith or willful misconduct in the performance of any such act; (h) 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) in no event will the Owner Trustee or the Issuer have any responsibility or liability in connection with (i) the compliance by the Servicer, Exeter, the Seller or any other Person with the Exchange Act or Regulation AB or (ii) any filing required to be made by a securitizer under the Exchange Act or Regulation AB. The Owner Trustee will not have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to Section 5.1 of the Purchase Agreement or Section 3.2 of the Sale and Servicing Agreement; (k) 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 Servicer or Holders; and (l) 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 duty to the Indenture 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 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, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of the Owner Trustee WTC 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 or any branch or affiliate 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Instructing Party, the Servicer or the 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 Transferor 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 a Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Note Insurer, Indenture Trustee, Trust Collateral Agent, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Note Insurer, the Indenture Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Indenture Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Instructing Party or a Certificateholder, unless the such Instructing Party or such Certificateholder has offered to the Owner Trustee security or indemnity reasonably 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, bad faith or willful misconduct in the performance of any such act; (h) with respect to the Note Insurer or Instructing Party, the Owner Trustee undertakes to perform or observe only such of the covenants and obligations of the Owner Trustee as are expressly set forth in this Agreement, and no implied covenants or obligations with respect to the Note Insurer or Instructing Party 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 duty to the Note Insurer or Instructing Party, and shall not be liable to any such person for the failure of the Trust to perform its obligations to such persons other than in accordance with Section 10.12 of this Agreement in the performance of its express obligations under this Agreement; and (i) notwithstanding anything to the contrary herein or in any other document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust, the Servicer, the Transferor or any other Person any filings, certificates, affidavits or other instruments required by the SEC or required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. 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 by the SEC or required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or the rules and regulations promulgated thereunder, and the refusal to comply with any such instructions shall not constitute a default or breach under this Agreement or any other document in connection herewith.

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 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, bad faith misconduct or negligencenegligence (including where such willful misconduct or negligence results in non-compliance with any covenant or agreement of the Owner Trustee herein), (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4 6.04 hereof, (iviii) for in the case of the inaccuracy of any investments issued representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (viv) for U.S. federal or state taxes, fees or other charges oncharges, based on or measured by, by any fees, commissions or compensation received by the Owner TrusteeTrustee in connection with any of the transactions contemplated by this Agreement or any of the Basic Documents. 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 Responsible Trust Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Administrator or any Certificateholder (provided that the Certificateholderinstructions have been given by the requisite Percentage Interest of the Certificates pursuant to this Agreement or one of the Basic Documents, as applicable); (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 determined that repayment of such funds or adequate indemnity reasonably satisfactory to the Owner Trustee 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 accuracy, 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 accuracy, validity or sufficiency of the Basic Documents, the Trust Certificates or any other document supplied to the Owner Trustee other than the certificate of authentication on the CertificateTrust Certificates, and the Owner Trustee shall not in no any event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, the Depositor or any other Person other than as expressly provided for herein and in the Basic Documentsherein; (f) the The Owner Trustee shall not be liable for the default or misconduct of the TrusteeAdministrator, the Trust Collateral Agent Depositor, the Indenture Trustee or the Servicer under any of the Basic Documents or otherwise and otherwise, the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Trust Collateral Agent Servicer or the Servicer Depositor under the Sale and Servicing Agreement; andAgreement and the Owner Trustee may assume performance by the Administrator, the Depositor, the Indenture Trustee and the Servicer absent written notice to or actual knowledge of a Trust Officer of the Owner Trustee to the contrary; (g) the The Owner Trustee shall not be under no any 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 CertificateholderCertificateholders or the Administrator, unless such Certificateholders or the Certificateholder has Administrator have offered to the Owner Trustee reasonable security or indemnity satisfactory to it the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee it 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, bad faith negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be liable for any losses due to 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 or communications services; (i) In no event shall the Owner Trustee be personally liable (i) for special, consequential, indirect or punitive damages or losses, (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories or (iii) for the acts or omissions of brokers or dealers; (j) Notwithstanding anything to the contrary herein or any Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person, any filings, certificates, affidavits or other instruments required under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (k) The Owner Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial or investment implications and consequences of the formation, funding and ongoing administration of the Issuing Entity. The Owner Trustee has no duties to the Depositor, any Certificateholder, the Issuing Entity or any other parties with respect to these matters; (l) The Owner Trustee shall not be deemed to have knowledge or notice of any event or information, including any default or Event of Default, or be required to act upon any event or information (including the sending of any notice), unless a Trust Officer shall have actual knowledge of such event or information or written notice of such event or information is received by a Trust Officer and such notice references the event or information. Absent written notice in accordance with this section, the Owner Trustee may conclusively assume that no such event has occurred. The Owner Trustee shall have no obligation to inquire into, or investigate as to, the occurrence of any such event (including any default or Event of Default). For purposes of determining the Owner Trustee’s responsibility and liability hereunder, whenever reference is made in this Trust Agreement to any event (including, but not limited to, a default or an Event of Default), such reference shall be construed to refer only to such event of which the Owner Trustee has received notice as described in this section. Knowledge of the Owner Trustee shall not be attributed or imputed to BNY Mellon Trust of Delaware’s other roles in the transaction; and (m) In no event shall the Owner Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, 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 the same but only upon the terms of this Agreement and the terms of the Sale and Servicing 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 Bank 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, gross negligence or bad faith or negligencefaith, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee6.04, (iii) for liabilities arising from the failure of by the Owner Trustee Bank to perform obligations expressly undertaken by it in the last sentence of Section 5.4 hereof5.04, or (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, by any fees, commissions or compensation received by the Owner TrusteeBank 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 The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)Trustee; (b) the Owner Trustee The Bank shall not be liable with respect to any action taken or omitted to be taken by it the Owner Trustee in accordance with the instructions of the Servicer or the any Certificateholder; (c) no No provision of this Agreement or any Basic Document shall require the Owner Trustee Bank 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 Bank 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 circumstance shall the Owner Trustee Bank 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 Bank shall not be liable with respect to any action taken or omitted to be taken by the Owner Depositor, the Trust Administrator, the Master Servicer, the Indenture Trustee, any Officer or the Certificate Paying Agent under this Agreement or any other Operative Agreement or otherwise and the Bank 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 under this Agreement, the Trust Administrator under the Transfer and Servicing, the Indenture Trustee under the Indenture or by any other Person under any of the Operative Agreements; and (f) The Bank 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 Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic DocumentsOperative Agreements, other than the certificate of authentication on the CertificateCertificates, and the Owner Trustee Bank shall in no event assume or incur any liability, duty or obligation to the Trusteeany Noteholder, the Trust Collateral Agent, Depositor or to any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such actherein.

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 Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee Bank 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, gross negligence or bad faith or negligencefaith, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee6.04, (iii) for liabilities arising from the failure of by the Owner Trustee Bank to perform obligations expressly undertaken by it in the last sentence of Section 5.4 hereof5.04, or (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, by any fees, commissions or compensation received by the Owner TrusteeBank 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 The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)Trustee; (b) the Owner Trustee The Bank shall not be liable with respect to any action taken or omitted to be taken by it the Owner Trustee in accordance with the instructions of the Servicer or the CertificateholderHolder; (c) no No provision of this Agreement or any Basic Document shall require the Owner Trustee Bank 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 Bank 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 circumstance shall the Owner Trustee Bank 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 Bank shall not be liable with respect to any action taken or omitted to be taken by the Owner Depositor, the Administrator, the Master Servicer, the Indenture Trustee, any Officer or the Certificate Paying Agent under this Agreement or any other Operative Agreement or otherwise and the Bank 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 under this Agreement, the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or by any other Person under any of the Operative Agreements; and (f) The Bank 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 Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic DocumentsOperative Agreements, other than the certificate of authentication on the Ownership Certificate, and the Owner Trustee Bank shall in no event assume or incur any liability, duty or obligation to the Trusteeany Noteholder, the Trust Collateral Agent, any Noteholder Depositor or to the CertificateholderHolder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such actherein.

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 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 circumstancescircumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.3 expressly made by the Owner TrusteeDeutsche 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 third sentence of Section 5.4 hereof, 6.4 or (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 particular, but not by way of limitation (and subject to of the exceptions set forth in the preceding sentence):foregoing: (ai) the The Owner Trustee shall not be personally liable for any error of judgment made in good faith by a Responsible Officer any of its officers or employees unless it is proved that such persons were negligent in ascertaining the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)pertinent 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 or the Certificateholder; (c) no 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 exercise 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 ithereunder; (diii) under Under no circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, obligation or indebtedness evidenced by or arising under any of the Basic DocumentsIssuer, including the principal of and interest on the Notes;and (eiv) the 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 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, Person other than the certificate of authentication on the Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act.

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 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 Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or negligencenegligence (including where such willful misconduct or negligence results in non-compliance with any covenant or agreement of the Owner Trustee herein), (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4 6.04 hereof, (iviii) for in the case of the inaccuracy of any investments issued representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (viv) for U.S. federal or state taxes, fees or other charges oncharges, based on or measured by, by any fees, commissions or compensation received by the Owner TrusteeTrustee in connection with any of the transactions contemplated by this Agreement or any of the Transaction Documents. 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Administrator or any Certificateholder (provided that the Certificateholderinstructions have been given by the requisite Percentage Interest of the Certificates pursuant to this Agreement or one of the Transaction Documents, as applicable); (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 their 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 itthem; (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 NotesNotes and distributions on the Trust Certificates; (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 Transaction Documents, other than the certificate of authentication on the CertificateTrust Certificates, and the Owner Trustee shall not in no any event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documentsherein; (f) the The Owner Trustee shall not be liable for the default or misconduct of the TrusteeAdministrator, the Trust Collateral Agent Depositor, the Indenture Trustee or the Servicer under any of the Basic Transaction Documents or otherwise otherwise, and the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Transaction Documents including those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Trust Collateral Agent or Indenture, the Servicer under the Exchange Note Servicing Supplement and the Depositor under the Exchange Note Sale Agreement and Servicing the Exchange Note Transfer Agreement; and; (g) the The Owner Trustee shall not be under no any 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 any of the CertificateholderCertificateholders, unless the Certificateholder has such Certificateholders have offered to the Owner Trustee it (as such and in its individual capacity) reasonable security or indemnity satisfactory to it the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee it therein or thereby. The 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 negligence, bad faith own negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be liable for any losses due to forces beyond the control of the Owner Trustee, including without limitation strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities or communications services; (i) In no event shall the Owner Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. The Owner Trustee shall have no responsibility for the accuracy of any information provided to the Certificateholders or any other Person that has been obtained from, or provided to the Owner Trustee; (j) Notwithstanding anything to the contrary herein or any Transaction Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person, any filings, certificates, affidavits or other instruments required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (k) The Owner Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial or investment implications and consequences of the formation, funding and ongoing administration of the Trust. The Owner Trustee has no duties to the Depositor, any Certificateholder, the Trust or any other Person with respect to these matters; and (l) The Owner Trustee will not have any responsibility on behalf of the Issuing Entity to make any determination with respect to, or monitor or enforce the satisfaction of, any risk retention or other regulatory requirement.

Acceptance of Trusts and Duties. The Owner Each 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 Transaction Documents and this Agreement. The Owner Each 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 (i) for its own willful misconduct, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.3 expressly made by the Owner TrusteeCitibank, N.A. or Citigroup Trust — Delaware, National Association, as applicable, in its individual capacity, (iii) for liabilities arising from the failure of the Owner such Trustee to perform obligations expressly undertaken by it in the last third sentence of Section 5.4 hereof, 6.4 or (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 such Trustee. In particular, but not by way of limitation (and subject to of the exceptions set forth in the preceding sentence):foregoing: (ai) the The Owner Trustee shall not be personally liable for any error of judgment made in good faith by a Responsible Officer any of its officers or employees unless it is proved that such persons were negligent in ascertaining the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)pertinent 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 or the Certificateholder; (c) no 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 exercise 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 ithereunder; (diii) under Under no circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, obligation or indebtedness evidenced by or arising under any of the Basic DocumentsIssuer, including the principal of and interest on the Notes;and (eiv) the 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 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, Person other than the certificate of authentication on the Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act.

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 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, bad faith misconduct or negligencenegligence (including where such willful misconduct or negligence results in non-compliance with any covenant or agreement of the Owner Trustee herein), (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4 6.04 hereof, (iviii) for in the case of the inaccuracy of any investments issued representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (viv) for U.S. federal or state taxes, fees or other charges oncharges, based on or measured by, by any fees, commissions or compensation received by the Owner TrusteeTrustee in connection with any of the transactions contemplated by this Agreement or any of the Basic Documents. 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 Responsible Trust Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Administrator or any Certificateholder (provided that the Certificateholderinstructions have been given by the requisite Percentage Interest of the Certificates pursuant to this Agreement or one of the Basic Documents, as applicable); (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 determined that repayment of such funds or adequate indemnity reasonably satisfactory to the Owner Trustee 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, or for any Trust representation, warranty, covenant or obligation under the Basic Documents; (e) the The Owner Trustee shall not be responsible for or in respect of the accuracy, 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 accuracy, validity or sufficiency of the Basic Documents, the Trust Certificates or any other document supplied to the Owner Trustee other than the certificate of authentication on the CertificateTrust Certificates, and the Owner Trustee shall not in no any event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, the Depositor or any other Person other than as expressly provided for herein and in the Basic Documentsherein; (f) the The Owner Trustee shall not be liable for the default Default or misconduct of the TrusteeAdministrator, the Trust Collateral Agent Depositor, the Indenture Trustee or the Servicer under any of the Basic Documents or otherwise and otherwise, the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Trust Collateral Agent Indenture, or the Servicer or the Depositor under the Sale and Servicing Agreement; andAgreement and the Owner Trustee may assume performance by the Administrator, the Depositor, the Indenture Trustee and the Servicer absent written notice to or actual knowledge of a Trust Officer of the Owner Trustee to the contrary; (g) the The Owner Trustee shall not be under no any 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 CertificateholderCertificateholders or the Administrator, unless such Certificateholders or the Certificateholder has Administrator have offered to the Owner Trustee reasonable security or indemnity satisfactory to it the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee it 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, bad faith negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be liable for any losses due to forces beyond the control of the Owner Trustee, including without limitation strikes, work stoppages, lockouts, riots, acts of war or terrorism, civil or military disturbances, government order or regulation, epidemics or pandemics or similar events, government-mandated closures, insurrection, revolution, nuclear or natural disasters, catastrophes, acts of nature or acts of God and interruptions, loss or malfunctions of utilities or communications or computer (including software and hardware) services provided to the Owner Trustee by third parties; (i) In no event shall the Owner Trustee be personally liable (i) for special, consequential, indirect or punitive damages or losses (including, without limitation, lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories or (iii) for the acts or omissions of brokers or dealers; (j) Notwithstanding anything to the contrary herein or any Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person, any filings, certificates, affidavits or other instruments required under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (k) The Owner Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial or investment implications and consequences of the formation, funding and ongoing administration of the Issuing Entity. The Owner Trustee has no duties to the Depositor, any Certificateholder, the Issuing Entity or any other parties with respect to these matters; (l) The Owner Trustee shall not be deemed to have knowledge or notice of any event or information (including, without limitation, any Default or Event of Default, or breach of representation or warranty under any Basic Document), or be required to act upon any event or information (including the sending of any notice), unless a Trust Officer shall have actual knowledge of such event or information or written notice of such event or information is received by a Trust Officer and such notice references the event or information. Absent written notice in accordance with this section, the Owner Trustee may conclusively assume that no such event has occurred. The Owner Trustee shall have no obligation to inquire into, or investigate as to, the occurrence of any such event (including any Default or Event of Default). For purposes of determining the Owner Trustee’s responsibility and liability hereunder, whenever reference is made in this Trust Agreement to any event (including, but not limited to, a Default or an Event of Default), such reference shall be construed to refer only to such event of which the Owner Trustee has received notice as described in this section. Knowledge of the Owner Trustee shall not be attributed or imputed to U.S. Bank Trust National Association’s other roles in the transaction; (m) In no event shall the Owner Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect; and (n) The Owner Trustee shall not have any responsibility on behalf of the Issuing Entity to make any determination with respect to, or monitor or enforce the satisfaction of, any risk retention or other regulatory requirement. (o) The Owner Trustee will not be under any duty to succeed to, assume or otherwise perform any of the duties of the Administrator, Depositor or Servicer, or to appoint a successor or replacement thereof in the event of their resignation or removal, or to remove and replace the Administrator, Depositor or Servicer in the event of a default, breach or failure of performance on the part of such persons with respect to any of their duties and obligations under the terms of the Basic Documents. The Owner Trustee will not be responsible or liable for the actions or omissions of the Issuing Entity or the Administrator or any other Person, or any failure or delay in the performance of their duties or obligations, nor shall it be under any obligation to oversee or monitor their performance. (p) The Owner Trustee shall be under no obligation to (i) monitor, determine or verify the unavailability or cessation of the SOFR Rate (or the then-current Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. (q) The Owner Trustee shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of the SOFR Rate (or the then-current Benchmark) and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Issuing Entity, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties. The Owner Trustee shall be entitled to rely conclusively upon any determination made, and any instruction, notice, Officer’s Certificate or other instrument or information provided by the Administrator, Servicer or Depositor without independent verification, investigation or inquiry of any kind by the Owner Trustee. (r) The Owner Trustee shall not be liable for any interest rate published by any publication that is the source of determining the interest rates of the Notes, including but not limited to the FRBNY’s Website (or any successor source), for any rates compiled by the FRBNY or any successor thereto, or for any rates published on any publicly available source, or in any of the foregoing cases for any delay, error or inaccuracy in the publication of any such rates, or for any subsequent correction or adjustment thereto. (s) The Owner Trustee hereby agrees to cooperate with the Administrator 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. In connection therewith, the Owner Trustee further agrees to comply with any reasonable request made by the Administrator for the delivery of information or documents in the Owner Trustee’s actual possession. It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, comply with, 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.

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 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, bad faith misconduct or negligencenegligence (including where such willful misconduct or negligence results in non-compliance with any covenant or agreement of the Owner Trustee herein), (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4 6.04 hereof, (iviii) for in the case of the inaccuracy of any investments issued representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (viv) for U.S. federal or state taxes, fees or other charges oncharges, based on or measured by, by any fees, commissions or compensation received by the Owner TrusteeTrustee in connection with any of the transactions contemplated by this Agreement or any of the Basic Documents. 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 Responsible Trust Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Administrator or any Certificateholder (provided that the Certificateholderinstructions have been given by the requisite Percentage Interest of the Certificates pursuant to this Agreement or one of the Basic Documents, as applicable); (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 determined that repayment of such funds or adequate indemnity reasonably satisfactory to the Owner Trustee 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 accuracy, 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 accuracy, validity or sufficiency of the Basic Documents, the Trust Certificates or any other document supplied to the Owner Trustee other than the certificate of authentication on the CertificateTrust Certificates, and the Owner Trustee shall not in no any event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, the Depositor or any other Person other than as expressly provided for herein and in the Basic Documentsherein; (f) the The Owner Trustee shall not be liable for the default Default or misconduct of the TrusteeAdministrator, the Trust Collateral Agent Depositor, the Indenture Trustee or the Servicer under any of the Basic Documents or otherwise and otherwise, the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Trust Collateral Agent Indenture, or the Servicer or the Depositor under the Sale and Servicing Agreement; andAgreement and the Owner Trustee may assume performance by the Administrator, the Depositor, the Indenture Trustee and the Servicer absent written notice to or actual knowledge of a Trust Officer of the Owner Trustee to the contrary; (g) the The Owner Trustee shall not be under no any 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 CertificateholderCertificateholders or the Administrator, unless such Certificateholders or the Certificateholder has Administrator have offered to the Owner Trustee reasonable security or indemnity satisfactory to it the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee it 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, bad faith negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be liable for any losses due to forces beyond the control of the Owner Trustee, including without limitation strikes, work stoppages, lockouts, riots, acts of war or terrorism, government order or regulation, epidemics or pandemics or similar events, government-mandated closures, insurrection, revolution, nuclear or natural disasters, catastrophes, acts of nature or acts of God and interruptions, loss or malfunctions of utilities or communications services; (i) In no event shall the Owner Trustee be personally liable (i) for special, consequential, indirect or punitive damages or losses, (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories or (iii) for the acts or omissions of brokers or dealers; (j) Notwithstanding anything to the contrary herein or any Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person, any filings, certificates, affidavits or other instruments required under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (k) The Owner Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial or investment implications and consequences of the formation, funding and ongoing administration of the Issuing Entity. The Owner Trustee has no duties to the Depositor, any Certificateholder, the Issuing Entity or any other parties with respect to these matters; (l) The Owner Trustee shall not be deemed to have knowledge or notice of any event or information, including any Default or Event of Default, or be required to act upon any event or information (including the sending of any notice), unless a Trust Officer shall have actual knowledge of such event or information or written notice of such event or information is received by a Trust Officer and such notice references the event or information. Absent written notice in accordance with this section, the Owner Trustee may conclusively assume that no such event has occurred. The Owner Trustee shall have no obligation to inquire into, or investigate as to, the occurrence of any such event (including any Default or Event of Default). For purposes of determining the Owner Trustee’s responsibility and liability hereunder, whenever reference is made in this Trust Agreement to any event (including, but not limited to, a Default or an Event of Default), such reference shall be construed to refer only to such event of which the Owner Trustee has received notice as described in this section. Knowledge of the Owner Trustee shall not be attributed or imputed to U.S. Bank Trust National Association’s other roles in the transaction; and (m) In no event shall the Owner Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (n) The Owner Trustee shall not have any responsibility on behalf of the Issuing Entity to make any determination with respect to, or monitor or enforce the satisfaction of, any risk retention or other regulatory requirement.

Acceptance of Trusts and Duties. The Owner Each 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 Transaction Documents and this Agreement. The Owner Each 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 (i) for its own willful misconduct, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.3 expressly made by the Owner TrusteeCitibank, N.A. or Citicorp Trust Delaware, National Association, as applicable, in its individual capacity, (iii) for liabilities arising from the failure of the Owner such Trustee to perform obligations expressly undertaken by it in the last fourth sentence of Section 5.4 hereof, 6.4 or (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 such Trustee. In particular, but not by way of limitation (and subject to of the exceptions set forth in the preceding sentence):foregoing: (ai) the The Owner Trustee shall not be personally liable for any error of judgment made in good faith by a Responsible Officer any of its officers or employees unless it is proved that such persons were negligent in ascertaining the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)pertinent 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 or the Certificateholder; (c) no 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 exercise 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 ithereunder; (diii) under Under no circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, obligation or indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;Issuer; and (eiv) the 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 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, Person other than the certificate of authentication on the Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act.

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 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, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 hereof5.4, (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 particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (ai) the Owner Trustee shall not be liable for any error of judgment made by a Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence); (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 or the Certificateholder; (ciii) 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; (eiv) 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (fv) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement; and; (gvi) 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 Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; (vii) the Owner Trustee shall have no duty, responsibility or obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision of this Agreement or any law, rule or regulation in connection with risk retention; (viii) in no event shall the Owner Trustee, its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and (ix) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Trustee has actual knowledge or received written notice thereof. (b) Under no circumstances shall the Owner Trustee be liable for any representations, warranties or covenants of the Issuer or any other person or the indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes.

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 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, bad faith misconduct or negligencenegligence (including where such willful misconduct or negligence results in non-compliance with any covenant or agreement of the Owner Trustee herein), (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4 6.04 hereof, (iviii) for in the case of the inaccuracy of any investments issued representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (viv) for U.S. federal or state taxes, fees or other charges oncharges, based on or measured by, by any fees, commissions or compensation received by the Owner TrusteeTrustee in connection with any of the transactions contemplated by this Agreement or any of the Basic Documents. 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 Responsible Trust Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Administrator or any Certificateholder (provided that the Certificateholderinstructions have been given by the requisite Percentage Interest of the Certificates pursuant to this Agreement or one of the Basic Documents, as applicable); (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 determined that repayment of such funds or adequate indemnity reasonably satisfactory to the Owner Trustee 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, or for any Trust representation, warranty, covenant or obligation under the Basic Documents; (e) the The Owner Trustee shall not be responsible for or in respect of the accuracy, 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 accuracy, validity or sufficiency of the Basic Documents, the Trust Certificates or any other document supplied to the Owner Trustee other than the certificate of authentication on the CertificateTrust Certificates, and the Owner Trustee shall not in no any event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, the Depositor or any other Person other than as expressly provided for herein and in the Basic Documentsherein; (f) the The Owner Trustee shall not be liable for the default Default or misconduct of the TrusteeAdministrator, the Trust Collateral Agent Depositor, the Indenture Trustee or the Servicer under any of the Basic Documents or otherwise and otherwise, the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Trust Collateral Agent Indenture, or the Servicer or the Depositor under the Sale and Servicing Agreement; andAgreement and the Owner Trustee may assume performance by the Administrator, the Depositor, the Indenture Trustee and the Servicer absent written notice to or actual knowledge of a Trust Officer of the Owner Trustee to the contrary; (g) the The Owner Trustee shall not be under no any 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 CertificateholderCertificateholders or the Administrator, unless such Certificateholders or the Certificateholder has Administrator have offered to the Owner Trustee reasonable security or indemnity satisfactory to it the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee it 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, bad faith negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be liable for any losses due to forces beyond the control of the Owner Trustee, including without limitation strikes, work stoppages, lockouts, riots, acts of war or terrorism, civil or military disturbances, government order or regulation, epidemics or pandemics or similar events, government-mandated closures, insurrection, revolution, nuclear or natural disasters, catastrophes, acts of nature or acts of God and interruptions, loss or malfunctions of utilities or communications or computer (including software and hardware) services provided to the Owner Trustee by third parties; (i) In no event shall the Owner Trustee be personally liable (i) for special, consequential, indirect or punitive damages or losses (including, without limitation, lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories or (iii) for the acts or omissions of brokers or dealers; (j) Notwithstanding anything to the contrary herein or any Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person, any filings, certificates, affidavits or other instruments required under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (k) The Owner Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial or investment implications and consequences of the formation, funding and ongoing administration of the Issuing Entity. The Owner Trustee has no duties to the Depositor, any Certificateholder, the Issuing Entity or any other parties with respect to these matters; (l) The Owner Trustee shall not be deemed to have knowledge or notice of any event or information (including, without limitation, any Default or Event of Default, or breach of representation or warranty under any Basic Document), or be required to act upon any event or information (including the sending of any notice), unless a Trust Officer shall have actual knowledge of such event or information or written notice of such event or information is received by a Trust Officer and such notice references the event or information. Absent written notice in accordance with this section, the Owner Trustee may conclusively assume that no such event has occurred. The Owner Trustee shall have no obligation to inquire into, or investigate as to, the occurrence of any such event (including any Default or Event of Default). For purposes of determining the Owner Trustee’s responsibility and liability hereunder, whenever reference is made in this Trust Agreement to any event (including, but not limited to, a Default or an Event of Default), such reference shall be construed to refer only to such event of which the Owner Trustee has received notice as described in this section. Knowledge of the Owner Trustee shall not be attributed or imputed to Wilmington Trust, National Association’s other roles in the transaction; (m) In no event shall the Owner Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect; and (n) The Owner Trustee shall not have any responsibility on behalf of the Issuing Entity to make any determination with respect to, or monitor or enforce the satisfaction of, any risk retention or other regulatory requirement. (o) The Owner Trustee will not be under any duty to succeed to, assume or otherwise perform any of the duties of the Administrator, Depositor or Servicer, or to appoint a successor or replacement thereof in the event of their resignation or removal, or to remove and replace the Administrator, Depositor or Servicer in the event of a default, breach or failure of performance on the part of such persons with respect to any of their duties and obligations under the terms of the Basic Documents. The Owner Trustee will not be responsible or liable for the actions or omissions of the Issuing Entity or the Administrator or any other Person, or any failure or delay in the performance of their duties or obligations, nor shall it be under any obligation to oversee or monitor their performance. (p) The Owner Trustee shall be under no obligation to (i) monitor, determine or verify the unavailability or cessation of the SOFR Rate (or the then-current Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. (q) The Owner Trustee shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of the SOFR Rate (or the then-current Benchmark) and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Issuing Entity, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties. The Owner Trustee shall be entitled to rely conclusively upon any determination made, and any instruction, notice, Officer’s Certificate or other instrument or information provided by the Administrator, Servicer or Depositor without independent verification, investigation or inquiry of any kind by the Owner Trustee. (r) The Owner Trustee shall not be liable for any interest rate published by any publication that is the source of determining the interest rates of the Notes, including but not limited to the FRBNY’s Website (or any successor source), for any rates compiled by the FRBNY or any successor thereto, or for any rates published on any publicly available source, or in any of the foregoing cases for any delay, error or inaccuracy in the publication of any such rates, or for any subsequent correction or adjustment thereto.

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, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence); (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 Instructing Party, the Servicer or the 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 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Insurer, Trustee, Trust Collateral Agent, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Insurer, the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Instructing Party or the Certificateholder, unless the such Instructing Party or 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, bad faith or willful misconduct in the performance of any such act.

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 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, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 hereof5.4, (iv) for any investments issued by the Owner Trustee or any branch or affiliate 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 particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (ai) the Owner Trustee shall not be liable for any error of judgment made by a Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence); (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 or the Certificateholder; (ciii) 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; (eiv) 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (fv) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement; and; (gvi) 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 Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; (vii) the Owner Trustee shall have no duty, responsibility or obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision of this Agreement or any law, rule or regulation in connection with risk retention; (viii) in no event shall the Owner Trustee, its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and (ix) 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. (b) Under no circumstances shall the Owner Trustee be liable for any representations, warranties or covenants of the Trust or any other Person (except as provided in Section 6.1(a) with regard to the Owner Trustee’s representations and warranties contained in Section 6.3) or the indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes.

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 AgreementAgreement and the other Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate Property upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable in its individual capacity hereunder or under any other Basic Document under any circumstancescircumstances to any Person, except to the Trust and the Certificateholders (i) for its own willful misconduct, bad faith or negligencegross negligence in the performance of its duties hereunder, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.3 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 5.4 6.4 hereof, (iv) for any investments issued by the entity serving as 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, and every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Owner Trustee shall be subject to this Section. 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 by a Responsible Officer an officer or employee of the Owner Trustee (except or for any act or omission believed by it to be authorized or within its powers or for any information contained in the case of willful misconductPrivate Placement Memorandum, bad faith or negligence)except for the information provided by the Owner Trustee and contained in the section entitled “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 good faith in accordance with the instructions of the Board, the Instructing Party, the Servicer, the Backup Servicer or any Certificateholder in accordance with the Certificateholderterms of this Agreement and the other Basic Documents; (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 liability (financial liability or otherwise) 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 the representations, warranties, covenants, obligations, or indebtedness of the Trust 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 Seller or the Regular Trustees or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Property or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the CertificateCertificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Indenture Trustee, the Trust Collateral Agent, any Noteholder or the any Certificateholder, other than as expressly provided for herein and in the other Basic Documents; (f) the Owner Trustee shall not be liable for the action or inaction or the default or misconduct of the Regular Trustees, the Seller, the Indenture Trustee, the Trust Collateral Agent Agent, the Administrator, the Servicer, Credit Acceptance or the Backup Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to monitor, supervise or perform the obligations under this Agreement or the other Basic Documents that are required to be performed by the Seller under this Agreement, by the Indenture Trustee under the Indenture or the Trust Collateral Agent or the Administrator, the Servicer, Credit Acceptance or the Backup Servicer under the Sale and Servicing Agreement; andAgreement and none of the Administrator, the Servicer, Credit Acceptance, the Backup Servicer, the Indenture Trustee, the Trust Collateral Agent or the Certificate Registrar shall be deemed to be agents of the Owner Trustee; (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 CertificateholderInstructing Party or any of the Certificateholders, unless the Certificateholder has such Instructing Party or Certificateholders have offered to the Owner Trustee security or indemnity reasonably 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, bad faith gross negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document; (i) All funds deposited with the Owner Trustee, if any, may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any interest thereon; (j) The Owner Trustee shall not be liable for (x) special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits, even if the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the reasonable 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; (k) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement and the other Basic Documents, the Owner Trustee may act directly or through agents or attorneys or a custodian or nominee and the Trustee shall not be liable for the conduct or misconduct of such agents or attorneys or a custodian or nominee if such agents or attorneys or a custodian or nominee shall have been selected by the Trustee in good faith and with due care; (l) In no event shall the Owner Trustee have any responsibility to monitor compliance with or enforce compliance with the credit risk retention requirements of the ▇▇▇▇-▇▇▇▇▇ Act for asset-backed securities or other rules or regulations relating to risk retention. The Owner Trustee shall not be charged with knowledge of such rules, nor shall it be liable to any Certificateholder, Noteholder or other party for violation of such rules nor or hereinafter in effect; (m) In no event shall the Owner Trustee be liable for failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder or under any other Basic Document; (n) Any discretion, permissive right, or privilege of the Owner Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation; and (o) the provisions of this Agreement, to the extent they restrict or eliminate the duties and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by each Certificateholder and each other beneficial owner or other party hereto, to replace such otherwise existing duties and liabilities of the Owner Trustee.

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 this Agreement and the other Basic Documents and this AgreementDocuments. 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, bad faith misconduct or negligence, negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.03 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 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 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 Responsible Officer responsible officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 direction or instructions of the Servicer Administrator, the Depositor or the Certificateholderholder of the Excess Distribution Certificate; (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 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 Excess Distribution Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholderholder of the Excess Distribution Certificate, other than as expressly provided for herein and in the other Basic Documents; (f) the Owner Trustee shall not be liable for the action or inaction, default or misconduct of the Administrator, the Depositor, the Indenture Trustee, the Trust Collateral Agent Servicer or the Servicer a Swap Counterparty under any of the other 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 that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Trust Collateral Agent or Indenture, the Servicer under the Sale and Servicing AgreementAgreement or a Swap Counterparty under its related Swap Agreements; 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 Agreement, any other Basic Document, at the request, order or direction of the CertificateholderDepositor or holder of the Excess Distribution Certificate, unless the Certificateholder Depositor or such holder 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, bad faith negligence or willful misconduct in the performance of any such act.

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 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 Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or negligencegross negligence (as determined by a court of competent jurisdiction) (including where such willful misconduct or gross negligence (as determined by a court of competent jurisdiction) results in non-compliance with any covenant or agreement of the Owner Trustee herein), (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4 6.04 hereof, (iviii) for in the case of the inaccuracy of any investments issued representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (viv) for U.S. federal or state taxes, fees or other charges oncharges, based on or measured by, by any fees, commissions or compensation received by the Owner TrusteeTrustee in connection with any of the transactions contemplated by this Agreement or any of the Transaction Documents. 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Administrator or any Certificateholder (provided that the Certificateholderinstructions have been given by the requisite Percentage Interest of the Certificates pursuant to this Agreement or one of the Transaction Documents, as applicable); (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 their 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 itthem; (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 NotesNotes and distributions on the Trust Certificates, or for any representation, warranty, covenant or obligation of the Trust under the Transaction Documents; (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 Transaction Documents, other than the certificate of authentication on the CertificateTrust Certificates, and the Owner Trustee shall not in no any event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documentsherein; (f) the The Owner Trustee shall not be liable for the default or misconduct of the TrusteeAdministrator, the Trust Collateral Agent Depositor, the Indenture Trustee or the Servicer under any of the Basic Transaction Documents or otherwise otherwise, and the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Transaction Documents including those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Trust Collateral Agent or Indenture, the Servicer under the Exchange Note Servicing Supplement and the Depositor under the Exchange Note Sale Agreement and Servicing the Exchange Note Transfer Agreement; and; (g) the The Owner Trustee shall not be under no any 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 any of the CertificateholderCertificateholders, unless the Certificateholder has such Certificateholders have offered to the Owner Trustee it (as such and in its individual capacity) reasonable security or indemnity satisfactory to it the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee it therein or thereby. The 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 negligence, bad faith own gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in the performance of any such act; (h) The Owner Trustee shall not be liable for any losses due to forces beyond the control of the Owner Trustee, including without limitation strikes, work stoppages, lockouts, riots, acts of war or terrorism, civil or military disturbances, government order or regulation, epidemics or pandemics or other similar events, insurrection, revolution, nuclear or natural disasters, catastrophes, acts of nature or acts of God and interruptions, loss or malfunctions of utilities or communications or computer ( including software and hardware) services provided to the Owner Trustee by third parties; (i) In no event shall the Owner Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. The Owner Trustee shall have no responsibility for the accuracy of any information provided to the Certificateholders or any other Person that has been obtained from, or provided to the Owner Trustee; (j) Notwithstanding anything to the contrary herein or any Transaction Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person, any filings, certificates, affidavits or other instruments required under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (k) The Owner Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial or investment implications and consequences of the formation, funding and ongoing administration of the Trust. The Owner Trustee has no duties to the Depositor, any Certificateholder, the Trust or any other Person with respect to these matters; (l) The Owner Trustee will not have any responsibility on behalf of the Issuing Entity to make any determination with respect to, or monitor or enforce the satisfaction of, any risk retention or other regulatory requirement; (m) The Owner Trustee shall not be under any duty to succeed to, assume or otherwise perform any of the duties of the Administrator, Depositor or Servicer, or to appoint a successor or replacement thereof in the event of their resignation or removal, or to remove and replace the Administrator, Depositor or Servicer in the event of a default, breach or failure of performance on the part of such persons with respect to any of their duties and obligations under the terms of the Transaction Documents. The Owner Trustee shall not be responsible or liable for the actions or omissions of the Issuing Entity or the Administrator or any other Person, or any failure or delay in the performance of their duties or obligations, nor shall it be under any obligation to oversee or monitor their performance; (n) The Owner Trustee shall be under no obligation to (i) monitor, determine or verify the unavailability or cessation of the SOFR Rate (or the then-current Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. The foregoing obligations will be performed by the Administrator, on behalf of the Issuing Entity, pursuant to the Administration Agreement; (o) The Owner Trustee shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of the SOFR Rate (or the then-current Benchmark) and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Issuing Entity, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties. The Owner Trustee shall be entitled to rely conclusively upon any determination made, and any instruction, notice, Officer’s Certificate or other instrument or information provided by the Administrator, Servicer or Depositor without independent verification, investigation or inquiry of any kind by the Owner Trustee; (p) The Owner Trustee shall not be liable for any interest rate published by any publication that is the source of determining the interest rates of the Notes, including but not limited to the FRBNY’s Website (or any successor source), for any rates compiled by the FRBNY or any successor thereto, or for any rates published on any publicly available source, or in any of the foregoing cases for any delay, error or inaccuracy in the publication of any such rates, or for any subsequent correction or adjustment thereto; (q) The Owner Trustee shall not be liable for the failure to perform its duties hereunder which failure is a direct result of any of the Depositor, the Administrator, the Indenture Trustee or the Servicer failing to perform their respective duties under the Transaction Documents; (r) The Owner Trustee shall not be responsible for the monitoring, preparation, filing, correctness or accuracy of any financing statement, continuation statement or recording of any document (including this Agreement) or instrument in any public office at any time; and (s) The Depositor expressly acknowledges and consents to U.S. Bank Trust National Association and its Affiliates acting in multiple capacities under the Transaction Documents. U.S. Bank Trust National Association and its Affiliates may, in such multiple capacities, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from compliance with and performance by U.S. Bank Trust National Association and its Affiliates of their express duties set forth in this Agreement or any other Transaction Document in such multiple capacities, all of which defenses, claims or assertions are hereby waived by the Depositor, except in the case of willful misconduct, bad faith or gross negligence by U.S. Bank Trust National Association and its Affiliates in the performance of such multiple capacities.

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 in its individual capacity 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 in its individual capacity shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence, negligence (ii) in the case of the inaccuracy breach of any representation or warranty contained in Section 6.3 7.3 expressly made by the Owner Trustee, 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 5.4 6.4 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 TrusteeTrustee in its individual capacity. 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Servicer, the Seller, the Controlling Party, the Security Insurer or the 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 NotesNotes or 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 Seller 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 CertificateTrust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Seller, the Servicer, the Representative, the Security Insurer, the Trustee, the Trust Indenture Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Representative, the Security Insurer, the Trustee, the Trust Collateral Agent Servicer, the Certificateholders or the Servicer Seller under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to insure compliance by the Representative, the Security Insurer, the Servicer, the Certificateholders or the Seller with any agreement to which it is a party or to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or Indenture, the Servicer under the Sale and Servicing Agreement or the Seller under this 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 CertificateholderCertificateholders, unless the Certificateholder has such 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 and, the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; and (h) 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or the rules and regulations promulgated thereunder, and the refusal to comply with any such instructions shall not constitute a default or breach under any Basic 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 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, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section SECTION 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 SECTION 5.4 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or gross negligence); (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 Instructing Party, the Servicer or the 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 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Security Insurer, Trustee, Trust Collateral Agent, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Security Insurer, the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Instructing Party or the Certificateholder, unless the such Instructing Party or 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 gross negligence, bad faith or willful misconduct in the performance of any such act.

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 Assets upon the terms of the Basic 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, bad faith misconduct or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 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 5.4 6.04 hereof, (iv) for any investments issued by the Owner Trustee or any branch or affiliate thereof in its commercial capacity capacity, or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner TrusteeTrustee 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 Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee (except in which did not result from negligence on the case part of willful misconduct, bad faith or negligence)such Responsible Officer; (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 Administrator or the CertificateholderEquity Certificateholder (so long as not contrary to the express terms of the Transaction Documents); (c) 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 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 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 Owner Trust Estate Assets, 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 Equity Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or to the Equity Certificateholder, other than as expressly provided for herein and or expressly agreed to in the Basic Transaction Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the TrusteeAdministrator, the Trust Collateral Agent Depositor, the Indenture Trustee or the Servicer 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 this Agreement or the Basic other Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or by the Servicer or the Trust Collateral Agent or the Servicer Depositor under the Sale and Servicing Agreementany other Transaction Document; 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 other Transaction Document, at the request, order or direction of the Equity Certificateholder, unless 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 the Owner Trustee shall not be answerable for other than its negligence, bad faith negligence or willful misconduct in the performance of any such act.

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, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence); (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 Instructing Party, the Servicer or the 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 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Insurer, the Trustee, the Trust Collateral Agent, the Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Insurer, the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Instructing Party or the Certificateholder, unless the such Instructing Party or 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, bad faith or willful misconduct in the performance of any such act.

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, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 hereof5.4, (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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence); (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 or the 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 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act.

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 in its individual capacity 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 in its individual capacity shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.3 expressly made by the Owner Trustee, 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 5.4 6.4 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 its individual capacity. 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 or the 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 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 CertificateTrust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Security Insurer, Trustee, Indenture Collateral Agent, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the TrusteeSecurity Insurer, the Trust Collateral Agent Trustee or 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 that are required to be performed by the Security Insurer under the Certificate Policy, by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 CertificateholderCertificateholders, unless the Certificateholder has such 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, bad faith or willful misconduct in the performance of any such act.

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 (i) for its own willful misconduct, bad faith misconduct or negligence, gross negligence (ii) or negligence in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trusteehandling funds), (iiiii) for liabilities arising from the failure of by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4 6.04 hereof, (iii) for any investments made by the Owner Trustee with Wilmington Trust Company (in its individual capacity) in its commercial capacity, (iv) for in the case of the inaccuracy of any investments issued representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (v) for federal or Delaware taxes, fees or other charges oncharges, based on or measured by, by any fees, commissions or compensation received by the Owner TrusteeTrustee in connection with any of the transactions contemplated by this Agreement or any of the Basic Documents. 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 Responsible Trust Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Administrator or the Certificateholderany Owner; (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 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 CertificateTrust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholderto any Owner, other than as expressly provided for herein and or expressly agreed to in the Basic Documents; (f) the The Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Depositor, the Indenture Trustee, the Trust Collateral Agent Servicer or the Backup 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 that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Trust Collateral Agent Servicer or the Servicer AUTORICS II, Inc., as 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 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 CertificateholderOwners, unless the Certificateholder has such 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, bad faith negligence or willful misconduct in the performance of any such act.

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 in its individual capacity 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 in its individual capacity shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence, negligence (ii) in the case of the inaccuracy breach of any representation or warranty contained in Section 6.3 7.3 expressly made by the Owner Trustee, 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 5.4 6.4 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 TrusteeTrustee in its individual capacity. 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Servicer, the Seller, the Controlling Party, the Security Insurer or the 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 NotesNotes or 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 Seller 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 CertificateTrust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Seller, the Servicer, the Representative, the Security Insurer, the Trustee, the Trust Indenture Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Representative, the Security Insurer, the Trustee, the Trust Collateral Agent Servicer, the Certificateholders or the Servicer Seller under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to insure compliance by the Representative, the Security Insurer, the Servicer, the Certificateholders or the Seller with any agreement to which it is a party or to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or Indenture, the Servicer under the Sale and Servicing Agreement or the Seller under this 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 CertificateholderCertificateholders, unless the Certificateholder has such 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 and, the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act.

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 AgreementAgreement and the Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate Property upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable in its individual capacity hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.3 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 6.4 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, and every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Owner Trustee shall be subject to this Section. 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 Responsible Officer of the Owner Trustee (except or for any information contained in the case of willful misconduct, bad faith or negligence)Private Placement Memorandum; (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of the Instructing Party, the Servicer, the Backup Servicer or any Certificateholder in accordance with the Certificateholderterms of this Agreement and the Basic Documents; (c) no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any liability (financial liability or otherwise) 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 of the Trust evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Class A 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 Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Property or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the CertificateCertificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Indenture Trustee, the Trust Collateral Agent, the Class A Insurer, the Backup Insurer, any Class A Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Seller, the Indenture Trustee, the Trust Collateral Agent Agent, the Class A Insurer, the Backup Insurer, the Servicer or the Backup Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Seller under this Agreement, by the Indenture Trustee under the Indenture or the Trust Collateral Agent or the Servicer or the Backup Servicer 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 the CertificateholderInstructing Party or any of the Certificateholders, unless the Certificateholder has such Instructing Party or Certificateholders have offered to the Owner Trustee security or indemnity reasonably 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, bad faith or willful misconduct in the performance of any such act.

Acceptance of Trusts and Duties. The Owner Indenture Trustee in its individual capacity accepts the trusts trust hereby created and agrees to perform its duties hereunder with respect to such trusts the same but only upon the terms of this AgreementIndenture. The Indenture Trustee agrees for the benefit of the Note Holders, the Owner Trustee also agrees and the Owner Participant to receive and disburse all moneys actually received by it constituting part of the Owner Trust Indenture Estate upon in accordance with the terms hereof; and neither the Trust Company nor the Indenture Trustee in its individual capacity shall be answerable or accountable under any circumstances, except for its own willful misconduct or gross negligence (other than for the handling of funds, for which the standard of accountability shall be negligence), or as provided in the fourth sentence of Section 2.04(a) hereof and in the last sentence of Section 5.04 hereof, and except for liabilities that may result, in the case of the Basic Documents and this Trust Company, Trust Indenture 78 - 73 - from the inaccuracy of any representation or warranty of the Trust Company in the Refunding Agreement or in the Trust Agreement or in Section 6.03 hereof or the failure to perform any covenant of the Trust Company pursuant to Section 4.01(a) hereof or in the Trust Agreement, the Refunding Agreement, or, in the case of the Indenture Trustee, from the inaccuracy of any representation or warranty, or failure to perform any covenant, of the Indenture Trustee made in its individual capacity herein, in the Refunding Agreement or in any other document. None of the Owner Participant, the Trust Company or the Indenture Trustee shall be liable for any action or inaction of any other one of such parties, except, in the case of the Owner Participant, for any action or omission of the Owner Trustee performed or omitted on the instructions of the Owner Participant. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) deemed a trustee for its own willful misconduct, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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) Note Holders 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence); (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 or the 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 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such actpurpose.

Acceptance of Trusts and Duties. The Owner Indenture Trustee accepts the trusts duties hereby created and applicable to it 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 Trust Indenture and agrees to receive and disburse all moneys actually received by it monies constituting part of the Owner Trust Indenture Estate upon in accordance with the terms of the Basic Documents and this Agreementhereof. The Owner Trustee Trustee, in its individual capacity, and the Indenture Trustee, in its individual capacity, shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its their own willful misconductmisconduct or gross negligence (other than for the handling of funds, bad faith for which the standard of accountability shall be willful misconduct or negligence), (ii) in the case of the Indenture Trustee, as provided in the fourth sentence of Section 2.04(a) hereof and the last sentence of Section 5.04 hereof, and (iii) for liabilities that may result, in the case of the Owner Trustee, from the inaccuracy of any representation or warranty contained of the Owner Trustee expressly made in its individual capacity in the Participation Agreement or in Section 6.3 6.03 hereof (or in any certificate furnished to the Indenture Trustee or any Note Holder in connection with the transactions contemplated by the Operative Documents) or, in the case of the Indenture Trustee (in its individual capacity), from the inaccuracy of any representation or warranty of the Indenture Trustee (in its individual capacity) in the Participation Agreement or expressly made by hereunder. Neither the Owner Trustee, (iii) the Owner Participant nor the Indenture Trustee shall be liable for liabilities arising from the failure any action or inaction of the other, except that the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4 hereof, (iv) Participant shall be liable for any investments issued actions taken 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence); (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 or the 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 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such actParticipant.

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 AgreementAgreement and the other Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate Property upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable in its individual capacity hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.3 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 6.4 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, and every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Owner Trustee shall be subject to this Section. 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 Responsible Officer of the Owner Trustee (except or for any information contained in the case of willful misconductPrivate Placement Memorandum, bad faith or negligence)except for the information provided by the Owner Trustee and contained in the section entitled “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 good faith in accordance with the instructions of the Instructing Party, the Servicer, the Backup Servicer or any Certificateholder in accordance with the Certificateholderterms of this Agreement and the other Basic Documents; (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 liability (financial liability or otherwise) 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 of the Trust 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 Seller or the Regular Trustees or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Property or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the CertificateCertificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Indenture Trustee, the Trust Collateral Agent, any Noteholder or the any Certificateholder, other than as expressly provided for herein and in the other Basic Documents; (f) the Owner Trustee shall not be liable for the action or inaction or the default or misconduct of the Regular Trustees, the Seller, the Indenture Trustee, the Trust Collateral Agent Agent, the Servicer, Credit Acceptance or the Backup Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the other Basic Documents that are required to be performed by the Seller under this Agreement, by the Indenture Trustee under the Indenture or the Trust Collateral Agent or the Servicer, Credit Acceptance or the Backup Servicer 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 other Basic Document, at the request, order or direction of the CertificateholderInstructing Party or any of the Certificateholders, unless the Certificateholder has such Instructing Party or Certificateholders have offered to the Owner Trustee security or indemnity reasonably 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 gross negligence, bad faith or willful misconduct in the performance of any such act; and (h) the provisions of this Agreement, to the extent they restrict or eliminate the duties and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by each Certificateholder and each other beneficial owner or other party hereto, to replace such otherwise existing duties and liabilities of the Owner Trustee.

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 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, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or gross negligence); (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 or the Holding Trust 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 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 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 or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Indenture Trustee, the Trust Collateral Agent, any Noteholder or to the Holding Trust Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent Indenture Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to monitor or perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Indenture Trustee under the Indenture or the Trust Collateral Agent Sale and Servicing Agreement or by the Servicer 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 the Holding Trust Certificateholder, unless 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 gross negligence, bad faith or willful misconduct in the performance of any such act; (h) 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 duty to the Indenture Trustee or the Noteholders.

Acceptance of Trusts and Duties. The Owner Trustee accepts Trustees accept the trusts hereby created and agrees agree to perform its their respective 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 Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee Trustees shall not be answerable or accountable hereunder or personally liable under any Basic Document under any circumstances, circumstances except (i) for its their own willful misconduct, bad faith misconduct or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure by any of the Owner Trustee Trustees to perform obligations expressly undertaken by it them in the last sentence of Section 5.4 hereofArticle VI, (iv) for any investments issued by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (viii) for taxes, fees or other charges on, based on or measured by, by any fees, commissions or compensation received by the Owner TrusteeTrustees in connection with any of the transactions contemplated by this Agreement or the Trust Related Agreements. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):limitation: (a) the Owner Trustee The Trustees shall not be personally liable for any error of judgment made in good faith by a Responsible Officer any of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)Trustees; (b) the Owner Trustee The Trustees shall not be personally liable with respect to any action taken or omitted to be taken by it the Trustees in good faith in accordance with the instructions of the Servicer or the Certificateholderdelivered pursuant to Section 6.05; (c) no No provision of this Agreement or any Basic Document shall require the Owner Trustee Trustees to expend or risk their personal funds or otherwise incur any financial liability Liability in the performance of any of its their rights or powers hereunder or under any Basic Document hereunder, if the Owner Trustee Trustees shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability Liability is not reasonably assured or provided to itthem; (d) under Under no circumstances circumstance shall the Owner Trustee Trustees be personally liable for any indebtedness evidenced by or arising of the Trust under any of the Basic Documents, including the principal of and interest on the Notes;Trust Related Agreement; and (e) the Owner Trustee The Trustees 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 Grantor, or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Collateral, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such actRelated Agreements.

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 Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee Bank shall not be answerable or accountable hereunder or under any Basic Document other Operative Documents under any circumstances, except (i) for its own willful misconduct, gross negligence or bad faith or negligencefaith, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee6.04, (iii) for liabilities arising from the failure of by the Owner Trustee Bank to perform obligations expressly undertaken by it in the last sentence of Section 5.4 hereof5.04, or (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, by any fees, commissions or compensation received by the Owner TrusteeBank in connection with any of the transactions contemplated by this Agreement, any other Operative Documents 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 The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)Trustee; (b) the Owner Trustee The Bank shall not be liable with respect to any action taken or omitted to be taken by it the Owner Trustee in accordance with the instructions of the Servicer or the CertificateholderHolder; (c) no No provision of this Agreement or any Basic Document shall require the Owner Trustee Bank 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 Documents if the Owner Trustee Bank 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 circumstance shall the Owner Trustee Bank be liable for indebtedness evidenced by or arising under any of the Basic Operative Documents, including the principal of and interest on the Notes; (e) The Bank shall not be liable with respect to any action taken or omitted to be taken by the Owner Depositor, the Administrator, the Master Servicer, the Indenture Trustee, any Officer or the Certificate Paying Agent under this Agreement or any other Operative Document or otherwise and the Bank shall not be obligated to perform or monitor the performance of any obligations or duties under this Agreement or the other Operative Documents which are to be performed by the Certificate Paying Agent under this Agreement, the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or by any other Person under any of the Operative Documents; and (f) The Bank 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 Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Operative Documents, other than the certificate of authentication on the Ownership Certificate, and the Owner Trustee Bank shall in no event assume or incur any liability, duty or obligation to the Trusteeany Noteholder, the Trust Collateral Agent, any Noteholder Depositor or to the CertificateholderHolder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such actherein.

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 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, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or gross negligence); (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 or the Holding Trust 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 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 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 or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Indenture Trustee, the Trust Collateral Agent, any Noteholder or to the Holding Trust Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent Indenture Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to monitor or perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Indenture Trustee under the Indenture or the Trust Collateral Agent Sale and Servicing Agreement or by the Servicer 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 the Holding Trust Certificateholder, unless 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 gross negligence, bad faith or willful misconduct in the performance of any such act; (h) in no event shall the Owner Trustee, its directors, officers, agents or employees be responsible or liable for special, indirect, 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; and (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.

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 and the terms of Section 7.01(a), 7.01(c), 7.01(i) and 7.02 of the Transfer and Servicing 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 Bank 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, gross negligence or bad faith or negligencefaith, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee6.04, (iii) for liabilities arising from the failure of by the Owner Trustee Bank to perform obligations expressly undertaken by it in the last sentence of Section 5.4 hereof5.04, or (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, by any fees, commissions or compensation received by the Owner TrusteeBank 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 The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)Trustee; (b) the Owner Trustee The Bank shall not be liable with respect to any action taken or omitted to be taken by it the Owner Trustee in accordance with the instructions of the Servicer or the CertificateholderHolder; (c) no No provision of this Agreement or any Basic Document shall require the Owner Trustee Bank 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 Bank 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 circumstance shall the Owner Trustee Bank 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 Bank shall not be liable with respect to any action taken or omitted to be taken by the Owner Depositor, the Administrator, the Master Servicer, the Indenture Trustee, any Officer or the Certificate Paying Agent under this Agreement or any other Operative Agreement or otherwise and the Bank 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 under this Agreement, the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or by any other Person under any of the Operative Agreements; and (f) The Bank 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 Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic DocumentsOperative Agreements, other than the certificate of authentication on the Ownership Certificate, and the Owner Trustee Bank shall in no event assume or incur any liability, duty or obligation to the Trusteeany Noteholder, the Trust Collateral Agent, any Noteholder Depositor or to the CertificateholderHolder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such actherein.

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 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 Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or negligencenegligence (including where such willful misconduct or negligence results in non-compliance with any covenant or agreement of the Owner Trustee herein), (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4 6.04 hereof, (iviii) for in the case of the inaccuracy of any investments issued representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (viv) for U.S. federal or state taxes, fees or other charges oncharges, based on or measured by, by any fees, commissions or compensation received by the Owner TrusteeTrustee in connection with any of the transactions contemplated by this Agreement or any of the Transaction Documents. 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Administrator or any Certificateholder (provided that the Certificateholderinstructions have been given by the requisite Percentage Interest of the Certificates pursuant to this Agreement or one of the Transaction Documents, as applicable); (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 their 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 itthem; (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 NotesNotes and distributions on the Trust Certificates, or for any representation, warranty, covenant or obligation of the Trust under the Transaction Documents; (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 Transaction Documents, other than the certificate of authentication on the CertificateTrust Certificates, and the Owner Trustee shall not in no any event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documentsherein; (f) the The Owner Trustee shall not be liable for the default or misconduct of the TrusteeAdministrator, the Trust Collateral Agent Depositor, the Indenture Trustee or the Servicer under any of the Basic Transaction Documents or otherwise otherwise, and the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Transaction Documents including those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Trust Collateral Agent or Indenture, the Servicer under the Exchange Note Servicing Supplement and the Depositor under the Exchange Note Sale Agreement and Servicing the Exchange Note Transfer Agreement; and; (g) the The Owner Trustee shall not be under no any 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 any of the CertificateholderCertificateholders, unless the Certificateholder has such Certificateholders have offered to the Owner Trustee it (as such and in its individual capacity) reasonable security or indemnity satisfactory to it the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee it therein or thereby. The 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 negligence, bad faith own negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be liable for any losses due to forces beyond the control of the Owner Trustee, including without limitation strikes, work stoppages, lockouts, riots, acts of war or terrorism, civil or military disturbances, government order or regulation, epidemics or pandemics or other similar events, insurrection, revolution, nuclear or natural disasters, catastrophes, acts of nature or acts of God and interruptions, loss or malfunctions of utilities or communications or computer ( including software and hardware) services provided to the Owner Trustee by third parties; (i) In no event shall the Owner Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. The Owner Trustee shall have no responsibility for the accuracy of any information provided to the Certificateholders or any other Person that has been obtained from, or provided to the Owner Trustee; (j) Notwithstanding anything to the contrary herein or any Transaction Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person, any filings, certificates, affidavits or other instruments required under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (k) The Owner Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial or investment implications and consequences of the formation, funding and ongoing administration of the Trust. The Owner Trustee has no duties to the Depositor, any Certificateholder, the Trust or any other Person with respect to these matters; and (l) The Owner Trustee will not have any responsibility on behalf of the Issuing Entity to make any determination with respect to, or monitor or enforce the satisfaction of, any risk retention or other regulatory requirement.

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 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 other Operative Agreements under any circumstances, except (i) for its own willful misconduct, gross negligence or bad faith or negligencefaith, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee6.04, (iii) for liabilities arising from the failure of by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4 hereof5.04, or (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, by any fees, commissions or compensation received by the Owner TrusteeBank 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 The Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)Trustee; (b) the The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it the Owner Trustee in accordance with the instructions of the Servicer or the CertificateholderHolders; (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 the Owner Trustee’s rights or powers hereunder or under any Basic Document other Operative Agreements if the Owner Trustee Bank 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 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 Securities Administrator, the Master Servicer, the Indenture Trustee, any Officer or the Certificate Paying Agent or Certificate Registrar 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 or Certificate Registrar under this Agreement, the Securities Administrator or the Depositor under the Administration Agreement, the Indenture Trustee under the Indenture or by any other Person under any of the Operative Agreements; and (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 Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic DocumentsOperative Agreements, other than the certificate of authentication on the CertificateOwnership Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trusteeany Noteholder, the Trust Collateral Agent, any Noteholder Depositor or to the CertificateholderHolders, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such actherein.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts trust hereby created and continued 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 Owner Trust Estate Property upon the terms written direction of the Basic Documents and this AgreementBoard of Managers. The Owner Trustee Bank shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 Article VIII hereof expressly made by the Owner TrusteeBank, (iii) for liabilities arising from the failure of by the Owner Trustee Bank to perform obligations expressly undertaken by it in pursuant to the last sentence of Section 5.4 9.03 hereof, or (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, by any fees, commissions or compensation received by the Owner TrusteeTrustee in connection with any of the transactions contemplated by this Agreement. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):limitation: (a) the Owner Trustee The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer responsible officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)Trustee; (b) the Owner Trustee The Bank 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 written instructions of the Servicer Owners, the Board of Managers or the CertificateholderOfficers rendered pursuant to this Agreement; (c) no No provision of this Agreement or any Basic Document shall require the Owner Trustee Bank to expend or risk funds or otherwise incur any financial liability in the performance of any of its or the Owner Trustee’s rights or powers hereunder or under any Basic Document hereunder, if the Owner Trustee Bank 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 The Bank 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 CertificateProperty, and the Owner Trustee Bank shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, Depositor or to any Noteholder or the CertificateholderOwner, other than as expressly provided for herein and in the Basic Documents;herein; and (fe) the Owner Trustee The Bank shall not be liable for the default any representation, warranty, debt, agreement or misconduct other obligation of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement; andTrust. (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 DocumentAgreement, at the request, order or direction of the CertificateholderDepositor, any Owner, the Board of Managers or any Officer, unless the Certificateholder has offered to the Owner Trustee has been offered security or indemnity reasonably satisfactory to it against the costscost, 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 personally liable or accountable for other than its negligence, bad faith or willful misconduct in the performance of any such actact except as specifically provided in this Article X. (g) The Owner Trustee shall incur no liability if, by reason of any provision of any present or future law or regulation thereunder, or by any force majeure event, including but not limited to natural disaster, war (declared or undeclared) or other circumstances beyond its reasonable control, the Owner Trustee shall be prevented or forbidden from doing or performing any act or thing which the terms of this Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in 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 AgreementAgreement and the Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate Property upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable in its individual capacity hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.3 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 6.4 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, and every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Owner Trustee shall be subject to this Section. 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 Responsible Officer of the Owner Trustee (except or for any information contained in the case of willful misconduct, bad faith or negligence)Private Placement Memorandum; (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of the Instructing Party, the Servicer, the Backup Servicer or any Certificateholder in accordance with the Certificateholderterms of this Agreement and the Basic Documents; (c) no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any liability (financial liability or otherwise) 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 of the Trust evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Class A 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 Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Property or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the CertificateCertificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Indenture Trustee, the Trust Collateral Agent, the Class A Insurer, any Class A Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Seller, the Indenture Trustee, the Trust Collateral Agent Agent, the Class A Insurer, the Servicer or the Backup Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Seller under this Agreement, by the Indenture Trustee under the Indenture or the Trust Collateral Agent or the Servicer or the Backup Servicer 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 the CertificateholderInstructing Party or any of the Certificateholders, unless the Certificateholder has such Instructing Party or Certificateholders have offered to the Owner Trustee security or indemnity reasonably 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, bad faith or willful misconduct in the performance of any such act.

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, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 or any branch or affiliate 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Instructing Party, the Servicer or the 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 Transferor 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 a Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the [Note Insurer,] Indenture Trustee, Trust Collateral Agent, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of [the Note Insurer,] the Indenture Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Indenture Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Instructing Party or the Certificateholder, unless the such Instructing Party or Certificateholder has offered to the Owner Trustee security or indemnity reasonably 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, bad faith or willful misconduct in the performance of any such act.

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, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of the Owner Trustee WTC 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 or any branch or affiliate 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 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Instructing Party, the Servicer or the 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 Transferor 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 a Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Note Insurer, Indenture Trustee, Trust Collateral Agent, the Trust Collateral Agent, any Noteholder or to the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Note Insurer, the Indenture Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Indenture Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Instructing Party or the Certificateholder, unless such Instructing Party or the Certificateholder has offered to the Owner Trustee security or indemnity reasonably 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, bad faith or willful misconduct in the performance of any such act; (h) with respect to the Note Insurer or Instructing Party, the Owner Trustee undertakes to perform or observe only such of the covenants and obligations of the Owner Trustee as are expressly set forth in this Agreement, and no implied covenants or obligations with respect to the Note Insurer or Instructing Party 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 duty to the Note Insurer or Instructing Party, and shall not be liable to any such person for the failure of the Trust to perform its obligations to such persons other than in accordance with Section 10.12 of this Agreement in the performance of its express obligations under this Agreement; and (i) notwithstanding anything to the contrary herein or in any other document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust, the Servicer, the Transferor or any other Person any filings, certificates, affidavits or other instruments required by the SEC or required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. 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 by the SEC or required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or the rules and regulations promulgated thereunder, and the refusal to comply with any such instructions shall not constitute a default or breach under this Agreement or any other document in connection herewith.

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 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, bad faith misconduct or negligencenegligence (including where such willful misconduct or negligence results in non-compliance with any covenant or agreement of the Owner Trustee herein), (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4 6.04 hereof, (iviii) for in the case of the inaccuracy of any investments issued representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (viv) for U.S. federal or state taxes, fees or other charges oncharges, based on or measured by, by any fees, commissions or compensation received by the Owner TrusteeTrustee in connection with any of the transactions contemplated by this Agreement or any of the Basic Documents. 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 Responsible Trust Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Administrator or any Certificateholder (provided that the Certificateholderinstructions have been given by the requisite Percentage Interest of the Certificates pursuant to this Agreement or one of the Basic Documents, as applicable); (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 determined that repayment of such funds or adequate indemnity reasonably satisfactory to the Owner Trustee 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 accuracy, 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 accuracy, validity or sufficiency of the Basic Documents, the Trust Certificates or any other document supplied to the Owner Trustee other than the certificate of authentication on the CertificateTrust Certificates, and the Owner Trustee shall not in no any event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, the Depositor or any other Person other than as expressly provided for herein and in the Basic Documentsherein; (f) the The Owner Trustee shall not be liable for the default Default or misconduct of the TrusteeAdministrator, the Trust Collateral Agent Depositor, the Indenture Trustee or the Servicer under any of the Basic Documents or otherwise and otherwise, the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Trust Collateral Agent Indenture, or the Servicer or the Depositor under the Sale and Servicing Agreement; andAgreement and the Owner Trustee may assume performance by the Administrator, the Depositor, the Indenture Trustee and the Servicer absent written notice to or actual knowledge of a Trust Officer of the Owner Trustee to the contrary; (g) the The Owner Trustee shall not be under no any 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 CertificateholderCertificateholders or the Administrator, unless such Certificateholders or the Certificateholder has Administrator have offered to the Owner Trustee reasonable security or indemnity satisfactory to it the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee it 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, bad faith negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be liable for any losses due to forces beyond the control of the Owner Trustee, including without limitation strikes, work stoppages, lockouts, riots, acts of war or terrorism, government order or regulation, epidemics or pandemics or similar events, government-mandated closures, insurrection, revolution, nuclear or natural disasters, catastrophes, acts of nature or acts of God and interruptions, loss or malfunctions of utilities or communications services; (i) In no event shall the Owner Trustee be personally liable (i) for special, consequential, indirect or punitive damages or losses, (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories or (iii) for the acts or omissions of brokers or dealers; (j) Notwithstanding anything to the contrary herein or any Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person, any filings, certificates, affidavits or other instruments required under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (k) The Owner Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial or investment implications and consequences of the formation, funding and ongoing administration of the Issuing Entity. The Owner Trustee has no duties to the Depositor, any Certificateholder, the Issuing Entity or any other parties with respect to these matters; (l) The Owner Trustee shall not be deemed to have knowledge or notice of any event or information, including any Default or Event of Default, or be required to act upon any event or information (including the sending of any notice), unless a Trust Officer shall have actual knowledge of such event or information or written notice of such event or information is received by a Trust Officer and such notice references the event or information. Absent written notice in accordance with this section, the Owner Trustee may conclusively assume that no such event has occurred. The Owner Trustee shall have no obligation to inquire into, or investigate as to, the occurrence of any such event (including any Default or Event of Default). For purposes of determining the Owner Trustee’s responsibility and liability hereunder, whenever reference is made in this Trust Agreement to any event (including, but not limited to, a Default or an Event of Default), such reference shall be construed to refer only to such event of which the Owner Trustee has received notice as described in this section. Knowledge of the Owner Trustee shall not be attributed or imputed to BNY Mellon Trust of Delaware’s other roles in the transaction; and (m) In no event shall the Owner Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (n) The Owner Trustee shall not have any responsibility on behalf of the Issuing Entity to make any determination with respect to, or monitor or enforce the satisfaction of, any risk retention or other regulatory requirement.

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 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 Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or negligencenegligence (including where such willful misconduct or negligence results in non-compliance with any covenant or agreement of the Owner Trustee herein), (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4 6.04 hereof, (iviii) for in the case of the inaccuracy of any investments issued representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (viv) for U.S. federal or state taxes, fees or other charges oncharges, based on or measured by, by any fees, commissions or compensation received by the Owner TrusteeTrustee in connection with any of the transactions contemplated by this Agreement or any of the Transaction Documents. 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Administrator or any Certificateholder (provided that the Certificateholderinstructions have been given by the requisite Percentage Interest of the Certificates pursuant to this Agreement or one of the Transaction Documents, as applicable); (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 their 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 itthem; (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 NotesNotes and distributions on the Trust Certificates, or for any representation, warranty, covenant or obligation of the Trust under the Transaction Documents; (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 Transaction Documents, other than the certificate of authentication on the CertificateTrust Certificates, and the Owner Trustee shall not in no any event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documentsherein; (f) the The Owner Trustee shall not be liable for the default or misconduct of the TrusteeAdministrator, the Trust Collateral Agent Depositor, the Indenture Trustee or the Servicer under any of the Basic Transaction Documents or otherwise otherwise, and the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Transaction Documents including those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Trust Collateral Agent or Indenture, the Servicer under the Exchange Note Servicing Supplement and the Depositor under the Exchange Note Sale Agreement and Servicing the Exchange Note Transfer Agreement; and; (g) the The Owner Trustee shall not be under no any 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 any of the CertificateholderCertificateholders, unless the Certificateholder has such Certificateholders have offered to the Owner Trustee it (as such and in its individual capacity) reasonable security or indemnity satisfactory to it the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee it therein or thereby. The 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 negligence, bad faith own negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be liable for any losses due to forces beyond the control of the Owner Trustee, including without limitation strikes, work stoppages, lockouts, riots, acts of war or terrorism, civil or military disturbances, government order or regulation, epidemics or pandemics or other similar events, insurrection, revolution, nuclear or natural disasters, catastrophes, acts of nature or acts of God and interruptions, loss or malfunctions of utilities or communications or computer ( including software and hardware) services provided to the Owner Trustee by third parties; (i) In no event shall the Owner Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. The Owner Trustee shall have no responsibility for the accuracy of any information provided to the Certificateholders or any other Person that has been obtained from, or provided to the Owner Trustee; (j) Notwithstanding anything to the contrary herein or any Transaction Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person, any filings, certificates, affidavits or other instruments required under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (k) The Owner Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial or investment implications and consequences of the formation, funding and ongoing administration of the Trust. The Owner Trustee has no duties to the Depositor, any Certificateholder, the Trust or any other Person with respect to these matters; (l) The Owner Trustee will not have any responsibility on behalf of the Issuing Entity to make any determination with respect to, or monitor or enforce the satisfaction of, any risk retention or other regulatory requirement; (m) The Owner Trustee shall not be under any duty to succeed to, assume or otherwise perform any of the duties of the Administrator, Depositor or Servicer, or to appoint a successor or replacement thereof in the event of their resignation or removal, or to remove and replace the Administrator, Depositor or Servicer in the event of a default, breach or failure of performance on the part of such persons with respect to any of their duties and obligations under the terms of the Transaction Documents. The Owner Trustee shall not be responsible or liable for the actions or omissions of the Issuing Entity or the Administrator or any other Person, or any failure or delay in the performance of their duties or obligations, nor shall it be under any obligation to oversee or monitor their performance; (n) The Owner Trustee shall be under no obligation to (i) monitor, determine or verify the unavailability or cessation of the SOFR Rate (or the then-current Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. The foregoing obligations will be performed by the Administrator, on behalf of the Issuing Entity, pursuant to the Administration Agreement; (o) The Owner Trustee shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of the SOFR Rate (or the then-current Benchmark) and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Issuing Entity, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties. The Owner Trustee shall be entitled to rely conclusively upon any determination made, and any instruction, notice, Officer’s Certificate or other instrument or information provided by the Administrator, Servicer or Depositor without independent verification, investigation or inquiry of any kind by the Owner Trustee; and (p) The Owner Trustee shall not be liable for any interest rate published by any publication that is the source of determining the interest rates of the Notes, including but not limited to the FRBNY’s Website (or any successor source), for any rates compiled by the FRBNY or any successor thereto, or for any rates published on any publicly available source, or in any of the foregoing cases for any delay, error or inaccuracy in the publication of any such rates, or for any subsequent correction or adjustment thereto.

Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and agrees to perform its express duties hereunder with respect to such trusts but only upon the terms of this Agreement. To the fullest extent permitted by law, neither the Owner 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 Issuer, 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 Owner Trustee shall be subject to the provisions of this Article. 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 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 circumstancescircumstances notwithstanding anything herein or in the Transaction 29 Second Amended and Restated Trust Agreement (SDART 2025-2) Documents to the contrary, except for losses to the extent arising from (i) for its own willful misconduct, bad faith or negligencegross negligence in the performance of its express duties hereunder, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.4 expressly made by the Owner Trustee, Wilmington Trust in its individual capacity or (iii) for liabilities arising from the failure of the Owner Trustee Wilmington Trust to perform obligations expressly undertaken by it in the last sentence of Section 5.4 hereof6.4, (iv) for any investments issued in each case as determined by the Owner Trustee a court of competent jurisdiction 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 otherwise agreed by the Owner TrusteeSantander Consumer and Wilmington Trust. In particular, but not by way of limitation of the foregoing: (and subject to 1) The Owner Trustee shall not be liable for any action taken, or error of judgment made, in good faith by any officer or employee of the exceptions set forth Owner Trustee. (2) The Owner Trustee shall not be personally liable for the payment of any tax imposed on the Issuer or amounts that are includable in the preceding sentence):federal gross income of the Certificateholders. (a3) No provision of this Agreement shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of the Owner Trustee’s duties or powers hereunder. (4) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Certificate Registrar or the Certificate Paying Agent (when not the Owner Trustee) or by the Issuer, the Administrator, the Indenture Trustee, the Servicer or any other Person, and the Owner Trustee shall not be liable for monitoring, performing or supervising the performance of any error obligations or duties under this Agreement, the Administration Agreement, the Sale Agreement, the Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Issuer, the Certificate Registrar, the Certificate Paying Agent, the Administrator, the Indenture Trustee, the Servicer or any other Person under such documents and may conclusively assume performance of judgment made the same absent written notice to the contrary received by a Responsible Officer of the Owner Trustee. (5) The Owner 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 Certificates or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of the Trust Estate or for or in respect of the validity, sufficiency or enforceability of the Transaction Documents, the Notes or the Certificates or any other document contemplated hereby or thereby. (except 6) Notwithstanding anything contained herein or in any of the Transaction Documents to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the case State of willful misconductDelaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, bad faith or negligence);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 30 Second Amended and Restated Trust Agreement (SDART 2025-2) Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner 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 Owner Trustee contemplated hereby. (b7) 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 Majority Certificateholders (or Certificateholders other than the Majority Certificateholders pursuant to Section 3.7(a) of the Purchase Agreement), the Servicer, the Depositor or the Certificateholder;Administrator. (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 8) 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement; and (g) the Owner Trustee shall be under no obligation duty to exercise any of the rights 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 CertificateholderCertificateholders, unless the Certificateholder has such Certificateholders have offered to provide to the Owner Trustee Trustee, to the extent requested by 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 permissive right of the Owner Trustee to perform any discretionary act or exercise any privilege enumerated in this Agreement or in any Basic other Transaction Document shall not be construed as a duty, and the . The Owner Trustee shall not be answerable liable for the performance of any discretionary act enumerated in this Agreement or in any other Transaction Document other than for its gross negligence, bad faith or willful misconduct in the performance of any such act. (9) Any funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing trust account, and the Owner Trustee shall not be liable for any interest thereon and such funds shall remain uninvested. (10) The Owner 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 fact or event including any Default, Event of Default or Servicer Replacement Event unless a Responsible Officer of the Owner Trustee has received written notice of such fact or event and such notice references the Issuer or this Agreement. The Owner 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. Knowledge or information acquired by Wilmington Trust in its capacity as the Owner Trustee hereunder shall not be imputed to Wilmington Trust in any 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 Owner Trustee be personally liable hereunder for any indebtedness of the Issuer. (c) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer or any other Person hereunder or under the other Transaction Documents or any other agreement, document or certificate contemplated by the foregoing. (d) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect or consequential damages however styled, including lost profits, or for 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, epidemics or pandemics, quarantines, or shelter-in-place or any 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 Owner Trustee; it being understood that the Owner 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 hereunder or pursuant hereto including in connection with the performance of any agreed upon procedures or any audit related to the activities of the Issuer, the Owner Trustee shall not be liable for any claims, liabilities or expenses relating to such accountants’ 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.

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 in its individual capacity 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 in its individual capacity shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence, negligence (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.3 expressly made by the Owner Trustee, 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 5.4 6.4 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 TrusteeTrustee in its individual capacity. 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 Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Servicer, the Holder of the GP Interest, the Holder of the Voting Interest or the 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 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 CertificateTrust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Security Insurer, Trustee, Indenture Collateral Agent, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Security Insurer, the Trustee, the Trust Collateral Agent Servicer or the Servicer Holder of the GP Interest or the Holder of the Voting Interest under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to insure compliance by the Servicer or the Holder of the GP Interest or the Holder of the Voting Interest with any agreement to which it is a party or to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement or the Holder of the GP Interest under the 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 CertificateholderCertificateholders or the Holder of the Voting Interest, unless the Certificateholder has such 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, bad faith or willful misconduct in the performance of any such act.

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 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 circumstancescircumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.3 expressly made by the Owner Trustee[ ], 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 third sentence of Section 5.4 hereof, 6.4 or (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 particular, but not by way of limitation (and subject to of the exceptions set forth in the preceding sentence):foregoing: (ai) the The Owner Trustee shall not be personally liable for any error of judgment made in good faith by a Responsible Officer any of its officers or employees unless it is proved that such persons were negligent in ascertaining the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)pertinent 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 or the Certificateholder; (c) no 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 exercise 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 ithereunder; (diii) under Under no circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, obligation or indebtedness evidenced by or arising under any of the Basic DocumentsIssuer, including the principal of and interest on the Notes;and (eiv) the 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 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, Person other than the certificate of authentication on the Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act.

Acceptance of Trusts and Duties. (a) 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 Owner Trust Estate upon the terms of the Basic 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 circumstancescircumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misconduct, bad faith misconduct or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.3 expressly made by the Owner TrusteeU.S. Bank Trust National Association, 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 fourth sentence of Section 5.4 hereof, 6.4 or (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 particular, but not by way of limitation of the foregoing: (and subject i) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by any of its officers or employees unless it is proved that such persons were negligent in ascertaining the pertinent facts; (ii) No provision of this Agreement shall require the Owner Trustee to the exceptions set forth expend or risk its personal funds or otherwise incur any financial liability in the preceding sentence):exercise of its rights or powers hereunder; (aiii) Under no circumstances shall the Owner Trustee be personally liable for any representation, warranty, covenant, obligation or indebtedness of the Issuer; (iv) 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 thereof or unless written notice of such fact or event is received by a Responsible Officer and such notice references the fact or event; (v) The Owner Trustee shall not be personally liable for (x) special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the control of the Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, pandemics, epidemics, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; (vi) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any error interest thereon. Money held in trust need not be segregated from all other funds except and to the extent required by law or the terms of judgment made by a Responsible Officer of this Agreement; (vii) The Owner Trustee shall have no responsibility for preparing, filing or maintaining any trust licensing or qualifications to do business, securities law filing or tax filing, and in no event will the Owner Trustee (except in have any responsibility to monitor compliance with or enforce compliance with the case of willful misconduct, bad faith credit risk retention requirements for asset-backed securities or negligence)other rules or regulations relating to risk retention; (bviii) 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 or the 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 personally 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, Person other than the certificate of authentication on the Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (fix) Notwithstanding anything contained herein to the contrary, the Owner Trustee shall not be liable for required to take any action in any jurisdiction other than in the default State of Delaware if the taking of such action will, even after the appointment of a co-trustee or misconduct of separate trustee in accordance with Section 10.5 hereof, (i) require the Trusteeregistration with, the Trust Collateral Agent licensing by or the Servicer under taking of any other similar action in respect of, any State or other governmental authority or agency of any jurisdiction other than the Basic Documents State of Delaware by or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless the Certificateholder has offered with respect to the Owner Trustee security (as such or indemnity satisfactory to it against in its individual capacity); (ii) result in any fee, tax or other governmental charge under the costs, expenses and liabilities that may be incurred 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 therein (as such or thereby. in its individual capacity); or (iii) subject the Owner Trustee (as such or in its individual capacity) 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 Owner Trustee contemplated hereby; (x) The permissive 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, bad faith or willful misconduct in the performance of any such act; and (xi) The Owner Trustee shall not be liable for the failure to perform any duty if such failure is a result of another party failing to perform their responsibilities under this Agreement or any Transaction Document. (b) It shall be the Administrator's duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer 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 Issuer, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Administrator and to comply with any reasonable request made by the Administrator for the delivery of information or documents to the Administrator in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry.

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 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, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 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 hereof5.4, (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 particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (ai) the Owner Trustee shall not be liable for any error of judgment made by a Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence); (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 or the Certificateholder; (ciii) 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; (eiv) 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (fv) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement; and; (gvi) 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 Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; (vii) the Owner Trustee shall have no duty, responsibility or obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision of this Agreement or any law, rule or regulation in connection with risk retention; (viii) in no event shall the Owner Trustee, its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and (ix) 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. (b) Under no circumstances shall the Owner Trustee be liable for any representations, warranties or covenants of the Issuer or any other person or the indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes.

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 (i) for its own willful misconduct, bad faith misconduct or negligence, negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.03 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 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 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 Responsible Trust Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Servicer, the Administrator or the 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 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 Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer 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 the Certificateholder, unless 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 Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act.

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 AgreementAgreement and the other Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate Property upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable in its individual capacity hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.3 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 6.4 hereof, (iv) for any investments issued by the entity serving as 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, and every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Owner Trustee shall be subject to this Section. 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 Responsible Officer of the Owner Trustee (except or for any information contained in the case of willful misconductPrivate Placement Memorandum, bad faith or negligence)except for the information provided by the Owner Trustee and contained in the section entitled “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 good faith in accordance with the instructions of the Instructing Party, the Servicer, the Backup Servicer or any Certificateholder in accordance with the Certificateholderterms of this Agreement and the other Basic Documents; (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 liability (financial liability or otherwise) 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 of the Trust 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 Seller or the Regular Trustees or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Property or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the CertificateCertificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Indenture Trustee, the Trust Collateral Agent, any Noteholder or the any Certificateholder, other than as expressly provided for herein and in the other Basic Documents; (f) the Owner Trustee shall not be liable for the action or inaction or the default or misconduct of the Regular Trustees, the Seller, the Indenture Trustee, the Trust Collateral Agent Agent, the Servicer, Credit Acceptance or the Backup Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the other Basic Documents that are required to be performed by the Seller under this Agreement, by the Indenture Trustee under the Indenture or the Trust Collateral Agent or the Servicer, Credit Acceptance or the Backup Servicer 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 other Basic Document, at the request, order or direction of the CertificateholderInstructing Party or any of the Certificateholders, unless the Certificateholder has such Instructing Party or Certificateholders have offered to the Owner Trustee security or indemnity reasonably 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 gross negligence, bad faith or willful misconduct in the performance of any such act; and (h) the provisions of this Agreement, to the extent they restrict or eliminate the duties and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by each Certificateholder and each other beneficial owner or other party hereto, to replace such otherwise existing duties and liabilities of the Owner Trustee.

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 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, bad faith misconduct or negligencenegligence (including where such willful misconduct or negligence results in non-compliance with any covenant or agreement of the Owner Trustee herein), (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4 6.04 hereof, (iviii) for in the case of the inaccuracy of any investments issued representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (viv) for U.S. federal or state taxes, fees or other charges oncharges, based on or measured by, by any fees, commissions or compensation received by the Owner TrusteeTrustee in connection with any of the transactions contemplated by this Agreement or any of the Basic Documents. 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 Responsible Trust Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence)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 Administrator or any Certificateholder (provided that the Certificateholderinstructions have been given by the requisite Percentage Interest of the Certificates pursuant to this Agreement or one of the Basic Documents, as applicable); (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 determined that repayment of such funds or adequate indemnity reasonably satisfactory to the Owner Trustee 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 accuracy, 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 accuracy, validity or sufficiency of the Basic Documents, the Trust Certificates or any other document supplied to the Owner Trustee other than the certificate of authentication on the CertificateTrust Certificates, and the Owner Trustee shall not in no any event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the to any Certificateholder, the Depositor or any other Person other than as expressly provided for herein and in the Basic Documentsherein; (f) the The Owner Trustee shall not be liable for the default Default or misconduct of the TrusteeAdministrator, the Trust Collateral Agent Depositor, the Indenture Trustee or the Servicer under any of the Basic Documents or otherwise and otherwise, the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Trust Collateral Agent Indenture, or the Servicer or the Depositor under the Sale and Servicing Agreement; andAgreement and the Owner Trustee may assume performance by the Administrator, the Depositor, the Indenture Trustee and the Servicer absent written notice to or actual knowledge of a Trust Officer of the Owner Trustee to the contrary; (g) the The Owner Trustee shall not be under no any 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 CertificateholderCertificateholders or the Administrator, unless such Certificateholders or the Certificateholder has Administrator have offered to the Owner Trustee reasonable security or indemnity satisfactory to it the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee it 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, bad faith negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be liable for any losses due to 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 or communications services; (i) In no event shall the Owner Trustee be personally liable (i) for special, consequential, indirect or punitive damages or losses, (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories or (iii) for the acts or omissions of brokers or dealers; (j) Notwithstanding anything to the contrary herein or any Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person, any filings, certificates, affidavits or other instruments required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (k) The Owner Trustee has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial or investment implications and consequences of the formation, funding and ongoing administration of the Issuing Entity. The Owner Trustee has no duties to the Depositor, any Certificateholder, the Issuing Entity or any other parties with respect to these matters; (l) The Owner Trustee shall not be deemed to have knowledge or notice of any event or information, including any Default or Event of Default, or be required to act upon any event or information (including the sending of any notice), unless a Trust Officer shall have actual knowledge of such event or information or written notice of such event or information is received by a Trust Officer and such notice references the event or information. Absent written notice in accordance with this section, the Owner Trustee may conclusively assume that no such event has occurred. The Owner Trustee shall have no obligation to inquire into, or investigate as to, the occurrence of any such event (including any Default or Event of Default). For purposes of determining the Owner Trustee’s responsibility and liability hereunder, whenever reference is made in this Trust Agreement to any event (including, but not limited to, a Default or an Event of Default), such reference shall be construed to refer only to such event of which the Owner Trustee has received notice as described in this section. Knowledge of the Owner Trustee shall not be attributed or imputed to BNY Mellon Trust of Delaware’s other roles in the transaction; (m) In no event shall the Owner Trustee have any responsibility to monitor World Omni’s compliance with or be charged with knowledge of the Credit Risk Retention Rules, nor shall it be liable to any Noteholder, Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect; and (n) The Owner Trustee shall not have any responsibility on behalf of the Issuing Entity to make any determination with respect to, a Benchmark Transition Event, any substitute or alternative Benchmark, or have any involvement in connection with the cessation or replacement of a Benchmark including providing, obtaining or calculating any index, alternative rate, Benchmark or adjustment factors, including any day-count fraction.

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 AgreementAgreement and the other Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate Property upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable in its individual capacity hereunder or under any other Basic Document under any circumstancescircumstances to any Person, except to the Trust and the Certificateholders (i) for its own willful misconduct, bad faith or negligencegross negligence in the performance of its duties hereunder, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3 7.3 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 5.4 6.4 hereof, (iv) for any investments issued by the entity serving as 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, and every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Owner Trustee shall be subject to this Section. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):limitation: (a1) the Owner Trustee shall not be liable for any error of judgment made by a Responsible Officer an officer or employee of the Owner Trustee (except or for any act or omission believed by it to be authorized or within its powers or for any information contained in the case of willful misconductPrivate Placement Memorandum, bad faith or negligence)except for the information provided by the Owner Trustee and contained in the section entitled “The Owner Trustee”; (b2) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of the Board, the Instructing Party, the Servicer, the Backup Servicer or any Certificateholder in accordance with the Certificateholderterms of this Agreement and the other Basic Documents; (c3) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any liability (financial liability or otherwise) 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; (d4) under no circumstances shall the Owner Trustee be liable for the representations, warranties, covenants, obligations, or indebtedness of the Trust evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e5) 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 Seller or the Regular Trustees or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate Property or for or in respect of the validity or sufficiency of the other Basic Documents, other than the certificate of authentication on the CertificateCertificates (if signed by the Owner Trustee), and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Indenture Trustee, the Trust Collateral Agent, any Noteholder or the any Certificateholder, other than as expressly provided for herein and in the other Basic Documents; (f6) the Owner Trustee shall not be liable for the action or inaction or the default or misconduct of the Regular Trustees, the Seller, the Indenture Trustee, the Trust Collateral Agent Agent, the Administrator, the Servicer, Credit Acceptance or the Backup Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to monitor, supervise or perform the obligations under this Agreement or the other Basic Documents that are required to be performed by the Seller under this Agreement, by the Indenture Trustee under the Indenture or the Trust Collateral Agent or the Administrator, the Servicer, Credit Acceptance or the Backup Servicer under the Sale and Servicing Agreement; andAgreement and none of the Administrator, the Servicer, Credit Acceptance, the Backup Servicer, the Indenture Trustee, the Trust Collateral Agent or the Certificate Registrar shall be deemed to be agents of the Owner Trustee; (g7) 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 CertificateholderInstructing Party or any of the Certificateholders, unless the Certificateholder has such Instructing Party or Certificateholders have offered to the Owner Trustee security or indemnity reasonably 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, bad faith gross negligence or willful misconduct in the performance of any such act; (8) The Owner Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document; (9) All funds deposited with the Owner Trustee, if any, may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any interest thereon; (10) The Owner Trustee shall not be liable for (x) special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits, even if the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the reasonable control of the Owner Trustee, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, epidemics, pandemics nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; (11) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement and the other Basic Documents, the Owner Trustee may act directly or through agents or attorneys or a custodian or nominee and the Trustee shall not be liable for the conduct or misconduct of such agents or attorneys or a custodian or nominee if such agents or attorneys or a custodian or nominee shall have been selected by the Trustee in good faith and with due care; (12) In no event shall the Owner Trustee have any responsibility to monitor compliance with or enforce compliance with the credit risk retention requirements of the ▇▇▇▇-▇▇▇▇▇ Act for asset-backed securities or other rules or regulations relating to risk retention. The Owner Trustee shall not be charged with knowledge of such rules, nor shall it be liable to any Certificateholder, Noteholder or other party for violation of such rules nor or hereinafter in effect; (13) In no event shall the Owner Trustee be liable for failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder or under any other Basic Document; (14) Any discretion, permissive right, or privilege of the Owner Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation; and (15) the provisions of this Agreement, to the extent they restrict or eliminate the duties and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by each Certificateholder and each other beneficial owner or other party hereto, to replace such otherwise existing duties and liabilities of the Owner Trustee.