Common use of Acceptance of Trusts and Duties Clause in Contracts

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ created and agrees to perform its express duties hereunder with respect to such trusts, but only upon the terms of this Agreement and the other Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets upon the terms of this Agreement and the other Basic Documents. 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 misfeasance, bad faith, fraud or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacity. In particular, but not by way of limitation: (a) The Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor or the Certificateholder; (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 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 Sponsor, for the form, character, genuineness, sufficiency, value or validity of any of the Trust Assets, or for or in respect of the validity or sufficiency of the Basic Documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other Person, other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Certificate Registrar, the Certificate Paying Agent or the Indenture Trustee under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations required to be performed by any other Person pursuant to the Basic Documents; (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 Certificateholder or any other Person, unless the Certificateholder or such other Person has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. 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 and the other Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets upon the terms of this Agreement and the other Basic Documents. 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 misfeasance, bad faith, fraud or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacity. In particular, but not by way of limitation: (a) The Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor or the Certificateholder; (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 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 Sponsor, for the form, character, genuineness, sufficiency, value or validity of any of the Trust Assets, or for or in respect of the validity or sufficiency of the Basic Documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other Person, other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Certificate Registrar, the Certificate Paying Agent or the Indenture Trustee under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations required to be performed by any other Person pursuant to the Basic Documents; (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 Certificateholder or any other Person, unless the Certificateholder or such other Person has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets Estate upon the terms of the Transaction Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable personally liable or accountable hereunder or under any other Basic Transaction Document under any circumstancescircumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misfeasancemisconduct, bad faithfaith or gross negligence, fraud or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.4 expressly made by the Owner Trustee Wilmington Trust in its individual capacity, (iii) for liabilities arising from the failure of Wilmington Trust to perform obligations expressly undertaken by it in the last sentence of Section 6.4 or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation:limitation (and subject to the exemptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made in good faith by an any officer or employee of the Owner Trustee;. (b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer. (c) 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 federal gross income of the Certificateholders. (d) 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, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction. (e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing. (f) 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 Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Certificate Registrar, the Certificate Paying Agent, the Administrator, the Indenture Trustee, the Servicer or any other Person under such documents. (g) 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 Seller or for the form, character, genuineness, sufficiency, value or validity of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party. (h) 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 State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the 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. (i) 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 Sponsor Certificateholders, the Servicer or the Certificateholder;Administrator. (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 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 Sponsor, for the form, character, genuineness, sufficiency, value or validity of any of the Trust Assets, or for or in respect of the validity or sufficiency of the Basic Documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other Person, other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Certificate Registrar, the Certificate Paying Agent or the Indenture Trustee under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations required to be performed by any other Person pursuant to the Basic Documents; (gj) 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 litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Transaction Document, at the request, order or written direction of the Certificateholder or any other PersonCertificateholders, unless the Certificateholder or such other Person has Certificateholders have offered to provide to the Owner Trustee reasonable 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 shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable or personally liable to any Person for other than for its gross negligence, bad faith or willful misconduct in the performance of any such act;. (hk) The All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be personally liable under for any circumstances interest thereon or for any loss as a result of the investment thereof at the direction of the Certificateholders. (l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect, indirect or consequential or punitive damages, damages however styled, including, without limitation, lost profits; (i) The , or for losses due to forces beyond the control of the Owner Trustee shall not be liable Trustee, including, without limitation, strikes, work stoppages, acts of war or responsible for delays terrorism, insurrection, revolution, nuclear or failures in the performance of its obligations hereunder arising out of natural catastrophes or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses loss or malfunctions of utilities, communications or computer (hardware or softwaresoftware and hardware) or communications services); it being understood that services provided to the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances;Trustee. (jm) The Owner Trustee shall not be deemed to have actual knowledge or notice of any fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge thereof or unless received written notice of such fact or event is received by a Responsible Officer and such notice references the fact or event; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. 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 and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets Estate upon the terms of the Basic Documents and this Agreement and the other Basic DocumentsAgreement. 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 misfeasancemisconduct, bad faith, fraud faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee a Trust Officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Servicer, the Administrator or the any Certificateholder; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any 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 Sponsor, Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust AssetsEstate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other PersonCertificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the SponsorAdministrator, the Certificate RegistrarDepositor, the Certificate Paying Agent or Servicer, the Indenture Trustee or any other Person under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic Documents;Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer 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, to make any investigation of matters arising under 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 Certificateholder or any other PersonCertificateholders, unless the Certificateholder or such other Person has Certificateholders have offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. 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 and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Assets Estate upon the terms of this Agreement and the other Basic Documents. 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 misfeasancemisconduct, bad faith, fraud faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Administrator or the Certificateholderany Owner or Owners; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document 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 DocumentsDocument, including the principal of and interest on the NotesNotes or 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 Sponsor, Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust AssetsEstate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other PersonOwner, other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The the Owner Trustee shall not be liable for the default or misconduct of the SponsorAdministrator, the Certificate RegistrarSeller, the Certificate Paying Agent or Depositor, the Indenture Trustee or the Servicer under any of the Basic Documents Document or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust Issuer under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person pursuant to under any of the Basic Documents;; 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 other Basic Document, at the request, order or direction of any of the Certificateholder or any other PersonOwners, unless the Certificateholder or such other Person has Owners have offered to the Owner Trustee reasonable 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 ; 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and each agrees to perform its express duties hereunder with respect to such trusts, but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Assets Estate upon the terms of this Agreement and the other Basic Documents. 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 misfeasancemisconduct, bad faith, fraud faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Administrator or the Certificateholderany Owner or Owners; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document 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 DocumentsDocument, including the principal of and interest on the NotesNotes or 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 Sponsor, Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust AssetsEstate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall not in no any event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other PersonOwner, other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The the Owner Trustee shall not be liable for the default or misconduct of the SponsorAdministrator, the Certificate RegistrarSeller, the Certificate Paying Agent or Depositor, the Indenture Trustee or the Servicer under any of the Basic Documents Document or otherwise, and the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust Issuer under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person pursuant to under any of the Basic Documents; (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 other Basic Document, at the request, order or direction of any of the Certificateholder or any other PersonOwners, unless the Certificateholder or such other Person has Owners have offered to the Owner Trustee reasonable 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 ; 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act;; and (h) The in no event shall the Owner Trustee shall not be personally responsible or liable under for any circumstances for special, indirect, consequential failure or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures delay in the performance of its obligations hereunder arising out of or causedcaused by, directly or indirectly, by circumstances forces beyond its control (such control, including, without limitation strikes, work stoppages, acts include but are not limited to of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, strikes, lockouts, riots, acts of war and interruptions, losses loss or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets Estate upon the terms of the Transaction Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable personally liable or accountable hereunder or under any other Basic Transaction Document under any circumstancescircumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misfeasancemisconduct, bad faithfaith or gross negligence, fraud or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee Deutsche Bank in its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank to perform obligations expressly undertaken by it in the last sentence of Section 6.4 or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation:limitation (and subject to the exemptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made in good faith by an any officer or employee of the Owner Trustee;. (b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer. (c) 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 federal gross income of the Residual Interestholder. (d) 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, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction. (e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing. (f) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by the Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents. (g) 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 Seller or for the form, character, genuineness, sufficiency, value or validity of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party. (h) 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 State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the 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. (i) 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 Sponsor Residual Interestholder, the Servicer or the Certificateholder;Administrator. (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 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 Sponsor, for the form, character, genuineness, sufficiency, value or validity of any of the Trust Assets, or for or in respect of the validity or sufficiency of the Basic Documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other Person, other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Certificate Registrar, the Certificate Paying Agent or the Indenture Trustee under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations required to be performed by any other Person pursuant to the Basic Documents; (gj) 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 litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Transaction Document, at the request, order or written direction of the Certificateholder or any other PersonResidual Interestholder, unless the Certificateholder or such other Person Residual Interestholder has offered to provide to the Owner Trustee reasonable 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 shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable or personally liable to any Person for other than for its gross negligence, bad faith or willful misconduct in the performance of any such act;. (hk) The All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be personally liable under for any circumstances interest thereon or for any loss as a result of the investment thereof at the direction of the Residual Interestholder. (l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect, indirect or consequential or punitive damages, damages however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable , or responsible for delays or failures in losses due to forces beyond the performance control of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided to the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third partiesTrustee.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ created and agrees to perform its express duties hereunder with respect to such trusts, but only upon the terms of this Agreement and the other Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets Estate upon the terms of this Agreement and the other Basic Documents. 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 misfeasance, bad faith, fraud or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacity. In particular, but not by way of limitation: (a) The Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor or the Certificateholder; (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 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 Sponsor, for the form, character, genuineness, sufficiency, value or validity of any of the Trust AssetsEstate, or for or in respect of the validity or sufficiency of the Basic Documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other Person, other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Certificate Registrar, the Certificate Paying Agent or the Indenture Trustee under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations required to be performed by any other Person pursuant to the Basic Documents; (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 Certificateholder or any other Person, unless the Certificateholder or such other Person has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Trust Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Trust Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Assets Estate upon the terms of the Basic Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except for (i) for its own willful misfeasance, bad faith, fraud misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee a Responsible Officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction or instructions of the Sponsor Administrator, the Depositor, the Indenture Trustee or the CertificateholderOwner; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any 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 or personally liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsor, Depositor or for the form, character, genuineness, sufficiency, accuracy, value or validity of any of the Owner Trust Assets, Estate or for or in respect of the validity or sufficiency of the Owner Trust Estate, the Basic Documents, the Certificate, other than the certificate of authentication on the Certificate, or any other related document supplied to the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder Noteholder, the Owner, the Depositor or to the Certificateholder or to any other Person, Person other than as expressly provided for herein or expressly agreed to and in the Basic Documents; (f) The the Owner Trustee shall not be responsible or personally liable for or in respect of the enforceability of the Certificate; (g) the Owner Trustee shall not be responsible or personally liable for recording this Agreement or any Basic Document, for preparing or filing any financing or continuation statement in any public office at any time or otherwise perfecting or maintaining the perfection of any ownership or security interest or lien or for preparing or filing any tax, qualification to do business or securities law filing or report; (h) the Owner Trustee shall not be liable for for, and shall have no duty to supervise or monitor, the default action or inaction, default, misconduct or negligence of the SponsorAdministrator, the Certificate RegistrarDepositor, the Certificate Paying Agent or the Indenture Trustee or the Servicer or any agent appointed by any of them under any of the Basic Documents or otherwiseotherwise and the Owner Trustee may assume performance by each of such parties absent written notice or actual knowledge of a Responsible Officer to the contrary, 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 or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic DocumentsAdministrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement; (gi) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any disclosure litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of the Certificateholder or any other PersonOwner, unless the Certificateholder or such other Person Owner has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for such act other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (hj) The notwithstanding any Person’s right to instruct the Owner Trustee, except as required by law or regulation, 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 be personally liable constitute a default or breach under any circumstances Basic Document; (k) in no event shall the Owner Trustee be liable for any damages in the nature of special, indirectpunitive, indirect or consequential losses or punitive damages, however styled, including, without limitation, lost profits; (i) The , or for any losses due to forces beyond the control of the Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or causedTrustee, directly or indirectlyincluding, by circumstances beyond its control (such acts include but are not limited to acts of Godwithout limitation, strikes, lockouts, riotswork stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, losses loss or malfunctions of utilities, communications or computer (hardware or softwaresoftware and hardware) or communications services); it being understood that services provided by unaffiliated third parties to the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstancesTrustee; (jl) The the Owner Trustee shall not be deemed to have knowledge or notice of any fact event or information, including any Default or Event of Default, or be required to act upon any event unless a Responsible Officer or information (including the sending of the Owner Trustee has actual knowledge thereof or any notice), unless written notice of such fact event or event information is received by a Responsible Officer and such notice references the fact event or event; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate information. Absent written notice in or otherwise act in connection accordance 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; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its partthis Section, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, assume that the no such event has occurred. The Owner Trustee shall have examined no obligation to inquire into, or investigate as to, the occurrence of any such certificates event (including any Default or opinions Event of counsel so as to determine compliance Default). For purposes of determining the same with the requirements of this Agreement; (m) To the fullest extent permitted by law Owner Trustee’s responsibility and notwithstanding anything liability hereunder, whenever reference is made in this Trust Agreement to any event (including, but not limited to, a Default or Event of Default), such reference shall be construed to refer only to such event of which the contrary, Owner Trustee has received written notice as described in this Section. Knowledge of the Owner Trustee shall not be personally liable for attributed or imputed to the acts Owner Trustee’s other roles in the transaction; (m) the Owner Trustee shall not be required to investigate any claims of an alleged breach by any Person of a representation or omissions warranty under any of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assetsBasic Documents; (n) The Owner Trustee is hereby authorized to rely upon and comply in connection with notices, instructions and directions sent by Electronic Methods by Persons believed by the duty of the Owner Trustee to enforce the obligations of JDCC under the Purchase Agreement pursuant to Section 3.02 of the Sale and Servicing Agreement, the Owner Trustee shall have no obligation to take any action or omit to take any action unless it is directed to do so by the Depositor and the Depositor shall have offered to the Owner Trustee security or indemnity satisfactory to it against the reasonable costs, expenses, disbursements and advances that might be authorized to give instructions incurred by it, its agents and directions on behalf of an instructing or directing Personits counsel in compliance with such direction; and (o) In no event shall the Owner Trustee have any responsibility to monitor compliance with or enforce compliance with the credit risk retention requirements for asset-backed securities or other rules or regulations relating to risk retention. The Owner Trustee shall have no duty not be charged with knowledge of such rules, nor shall it be liable to any Noteholder, Certificateholder, the Depositor, the Servicer or obligation any other Person for violation of such rules now or hereafter in effect. The Owner Trustee shall not be required to verify monitor, initiate or confirm that conduct any proceedings to enforce the obligations of the Trust, the Depositor, the Servicer or any other Person who sent such instructions with respect to any breach of representation or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, warranty under any transaction document and the Owner Trustee shall not have no liability for any losses, liabilities, costs or expenses incurred or sustained duty to conduct any investigation as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, occurrence of any condition requiring the risk repurchase or substitution of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse any Receivable by third partiesany Person pursuant to any transaction document.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets Estate upon the terms of the Transaction Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable personally liable or accountable hereunder or under any other Basic Transaction Document under any circumstancescircumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misfeasancemisconduct, bad faithfaith or gross negligence, fraud or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.4 expressly made by the Owner Trustee Wilmington Trust in its individual capacity, (iii) for liabilities arising from the failure of Wilmington Trust to perform obligations expressly undertaken by it in the last sentence of Section 6.4 or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation:limitation (and subject to the exemptions set forth in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made in good faith by an any officer or employee of the Owner Trustee;. (b) Under no circumstances shall the Owner Trustee be personally liable hereunder for any indebtedness of the Issuer. (c) 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 federal gross income of the Certificateholders. (d) 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, if the Owner Trustee believes or is advised by its legal counsel that repayment of such funds or adequate indemnity against such risk or liability is not assured or provided to its reasonable satisfaction. (e) Under no circumstance shall the Owner Trustee be liable for any representation, warranty, covenant, or obligation or indebtedness of the Issuer hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing. (f) 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 Administrator, the Indenture Trustee or the Servicer and the Owner Trustee shall not be liable for performing or supervising the performance of any obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the Certificate Registrar, the Certificate Paying Agent, the Administrator, the Indenture Trustee or the Servicer or any other Person under such documents. (g) 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 Seller or for the form, character, genuineness, sufficiency, value or validity of the Trust Estate or for or in respect of the validity or sufficiency of the Transaction Documents or any other document contemplated thereby to which the Owner Trustee is not a party. (h) 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 State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the 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. (i) 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 Sponsor Certificateholders, the Servicer or the Certificateholder;Administrator. (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 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 Sponsor, for the form, character, genuineness, sufficiency, value or validity of any of the Trust Assets, or for or in respect of the validity or sufficiency of the Basic Documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other Person, other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Certificate Registrar, the Certificate Paying Agent or the Indenture Trustee under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations required to be performed by any other Person pursuant to the Basic Documents; (gj) 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 litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Transaction Document, at the request, order or written direction of the Certificateholder or any other PersonCertificateholders, unless the Certificateholder or such other Person has Certificateholders have offered to provide to the Owner Trustee reasonable 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 shall not be liable for the performance of any discretionary act enumerated in this Agreement or in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable or personally liable to any Person for other than for its gross negligence, bad faith or willful misconduct in the performance of any such act;. (hk) The All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account and the Owner Trustee shall not be personally liable under for any circumstances interest thereon or for any loss as a result of the investment thereof at the direction of the Certificateholders. (l) In no event shall the Owner Trustee be liable for any damages in the nature of punitive, special, indirect, indirect or consequential or punitive damages, damages however styled, including, without limitation, lost profits; (i) The , or for losses due to forces beyond the control of the Owner Trustee shall not be liable Trustee, including, without limitation, strikes, work stoppages, acts of war or responsible for delays terrorism, insurrection, revolution, nuclear or failures in the performance of its obligations hereunder arising out of natural catastrophes or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses loss or malfunctions of utilities, communications or computer (hardware or softwaresoftware and hardware) or communications services); it being understood that services provided to the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances;Trustee. (jm) The Owner Trustee shall not be deemed to have actual knowledge or notice of any fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge thereof or unless received written notice of such fact or event is received by a Responsible Officer and such notice references the fact or event; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Assets Estate upon the terms of the Basic Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except for (i) for its own willful misfeasance, bad faith, fraud misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee a Responsible Officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction or instructions of the Sponsor Administrator, the Depositor, the Indenture Trustee or the CertificateholderOwner; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any 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 or personally liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsor, Depositor or for the form, character, genuineness, sufficiency, accuracy, value or validity of any of the Owner Trust Assets, Estate or for or in respect of the validity or sufficiency of the Owner Trust Estate, the Basic Documents, the Certificate, other than the certificate of authentication on the Certificate, or any other related document supplied to the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder Noteholder, the Owner, the Depositor or to the Certificateholder or to any other Person, Person other than as expressly provided for herein or expressly agreed to and in the Basic Documents; (f) The the Owner Trustee shall not be responsible or personally liable for or in respect of the enforceability of the Certificate; (g) the Owner Trustee shall not be responsible or personally liable for recording this Agreement or any Basic Document, for preparing or filing any financing or continuation statement in any public office at any time or otherwise perfecting or maintaining the perfection of any ownership or security interest or lien or for preparing or filing any tax, qualification to do business or securities law filing or report; (h) the Owner Trustee shall not be liable for for, and shall have no duty to supervise or monitor, the default action or inaction, default, misconduct or negligence of the SponsorAdministrator, the Certificate RegistrarDepositor, the Certificate Paying Agent or the Indenture Trustee or the Servicer or any agent appointed by any of them under any of the Basic Documents or otherwiseotherwise and the Owner Trustee may assume performance by each of such parties absent written notice or actual knowledge of a Responsible Officer to the contrary, 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 or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic DocumentsAdministrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement; (gi) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any disclosure litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of the Certificateholder or any other PersonOwner, unless the Certificateholder or such other Person Owner has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for such act other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (hj) The notwithstanding any Person’s right to instruct the Owner Trustee, except as required by law or regulation, 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 be personally liable constitute a default or breach under any circumstances Basic Document; (k) in no event shall the Owner Trustee be liable for any damages in the nature of special, indirectpunitive, indirect or consequential losses or punitive damages, however styled, including, without limitation, lost profits; (i) The , or for any losses due to forces beyond the control of the Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or causedTrustee, directly or indirectlyincluding, by circumstances beyond its control (such acts include but are not limited to acts of Godwithout limitation, strikes, lockouts, riotswork stoppages, acts of war or terrorism, insurrection, revolution, epidemic or pandemic, nuclear or natural catastrophes or acts of God and interruptions, losses loss or malfunctions of utilities, communications or computer (hardware or softwaresoftware and hardware) or communications services); it being understood that services provided by unaffiliated third parties to the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstancesTrustee; (jl) The the Owner Trustee shall not be deemed to have knowledge or notice of any fact event or information, including any Default or Event of Default, or be required to act upon any event unless a Responsible Officer or information (including the sending of the Owner Trustee has actual knowledge thereof or any notice), unless written notice of such fact event or event information is received by a Responsible Officer and such notice references the fact event or event; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate information. Absent written notice in or otherwise act in connection accordance 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; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its partthis Section, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, assume that the no such event has occurred. The Owner Trustee shall have examined no obligation to inquire into, or investigate as to, the occurrence of any such certificates event (including any Default or opinions Event of counsel so as to determine compliance Default). For purposes of determining the same with the requirements of this Agreement; (m) To the fullest extent permitted by law Owner Trustee’s responsibility and notwithstanding anything liability hereunder, whenever reference is made in this Trust Agreement to any event (including, but not limited to, a Default or Event of Default), such reference shall be construed to refer only to such event of which the contrary, Owner Trustee has received written notice as described in this Section. Knowledge of the Owner Trustee shall not be personally liable for attributed or imputed to the acts Owner Trustee’s other roles in the transaction; (m) the Owner Trustee shall not be required to investigate any claims of an alleged breach by any Person of a representation or omissions warranty under any of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assetsBasic Documents; (n) The Owner Trustee is hereby authorized to rely upon and comply in connection with notices, instructions and directions sent by Electronic Methods by Persons believed by the remedy of the Owner Trustee to enforce the obligations of JDCC under the Purchase Agreement pursuant to Section 3.02 of the Sale and Servicing Agreement, the Owner Trustee shall have no obligation to take any action or omit to take any action unless it is directed to do so by the Depositor and the Depositor shall have offered to the Owner Trustee security or indemnity satisfactory to it against the reasonable costs, expenses, disbursements and advances that might be authorized to give instructions incurred by it, its agents and directions on behalf of an instructing or directing Personits counsel in compliance with such direction; and (o) In no event shall the Owner Trustee have any responsibility to monitor compliance with or enforce compliance with the credit risk retention requirements for asset-backed securities or other rules or regulations relating to risk retention. The Owner Trustee shall have no duty not be charged with knowledge of such rules, nor shall it be liable to any Noteholder, Certificateholder, the Depositor, the Servicer or obligation any other Person for violation of such rules now or hereafter in effect. The Owner Trustee shall not be required to verify monitor, initiate or confirm that conduct any proceedings to enforce the obligations of the Trust, the Depositor, the Servicer or any other Person who sent such instructions with respect to any breach of representation or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, warranty under any transaction document and the Owner Trustee shall not have no liability for any losses, liabilities, costs or expenses incurred or sustained duty to conduct any investigation as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, occurrence of any condition requiring the risk repurchase or substitution of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse any Receivable by third partiesany Person pursuant to any transaction document.

Acceptance of Trusts and Duties. 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 and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets Estate upon the terms of the Basic Documents and this Agreement and the other Basic DocumentsAgreement. 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 misfeasancemisconduct, bad faith, fraud faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer a Trust Officer or employee of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Servicer, the Administrator or the any Certificateholder; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any 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 Sponsor, Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust AssetsEstate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other PersonCertificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the SponsorAdministrator, the Certificate RegistrarDepositor, the Certificate Paying Agent or Servicer, the Indenture Trustee or any other Person under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic DocumentsAdministrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; (g) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, to make any investigation of matters arising under 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 Certificateholder or any other PersonCertificateholders, unless the Certificateholder or such other Person has Certificateholders have offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act;; and (h) for the avoidance of doubt, the Owner Trustee shall not have any duty or obligation to monitor or enforce the Sponsor’s compliance with any applicable risk retention rules or regulations. The Owner Trustee shall not be personally charged with knowledge of any such rules or regulations, and it shall not be liable under to any circumstances Noteholder or any other Person for special, indirect, consequential any violation of any such rules or punitive damages, however styled, including, without limitation, lost profits;regulations. (i) The Monies received by the Owner Trustee (except in the event that the Owner Trustee acts as Paying Agent) under this Agreement need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law. Such funds shall be held (i) in a non-interest bearing trust account and (ii) uninvested and the Owner Trustee shall not be liable or responsible for delays or failures in any interest thereon. (j) Each of the performance parties hereto agrees and, as evidenced by its acceptance of its obligations hereunder arising out of or causedany benefits hereunder, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood any Certificateholder agrees that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in any capacity (x) has not provided and will not provide in the banking industry future, any advice, counsel or opinion regarding the tax, regulatory, financial, investment, securities law or insurance implications and consequences of the formation, funding and ongoing administration of the Issuer, including income, gift and estate tax issues, insurable interest issues, risk retention issues, doing business or other licensing matters and the initial and ongoing selection and monitoring of financing arrangements, and (y) has not made any investigation as to resume performance as soon as reasonably practicable the accuracy of any representations, warranties or other obligations of the Issuer under the circumstances; (j) 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 Basic Documents and such notice references the fact or event; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third partiesin connection therewith.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Assets Estate upon the terms of the Basic Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except for (i) for its own willful misfeasance, bad faith, fraud misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (ai) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an a responsible officer or employee of the Owner Trustee; (bii) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Administrator, the Depositor, the Indenture Trustee or the CertificateholderOwner; (ciii) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (div) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (ev) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsor, Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Assets, 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 duty, or obligation to any Noteholder or to the Certificateholder or to any other PersonOwner, other than as expressly provided for herein or expressly agreed to and in the Basic Documents; (fvi) The the Owner Trustee shall not be liable for the default or misconduct of the SponsorAdministrator, the Certificate Registrar, the Certificate Paying Agent or the Indenture Trustee or the Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic DocumentsAdministrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement; (gvii) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any disclosure litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of the Certificateholder or any other PersonOwner, unless the Certificateholder or such other Person Owner has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for such act other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (hviii) The notwithstanding any Person’s right to instruct the Owner Trustee, except as required by law or regulation, 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 be personally liable constitute a default or breach under any circumstances Basic Document; and (ix) in no event shall the Owner Trustee be liable for any damages in the nature of special, indirect, indirect or consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable , or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result losses due to forces beyond the control of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided by unaffiliated third parties to the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third partiesTrustee.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ created and agrees to perform its express duties hereunder with respect to such trusts, but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets Estate upon the terms of the Basic Documents and this Agreement and the other Basic DocumentsAgreement. 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 misfeasancemisconduct, bad faith, fraud faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer a Trust Officer or employee of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Servicer, the Administrator or the any Certificateholder; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any 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 Sponsor, Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust AssetsEstate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other PersonCertificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the SponsorAdministrator, the Certificate RegistrarDepositor, the Certificate Paying Agent or Servicer, the Indenture Trustee or any other Person under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic DocumentsAdministrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; (g) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, to make any investigation of matters arising under 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 Certificateholder or any other PersonCertificateholders, unless the Certificateholder or such other Person has Certificateholders have offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act;; and (h) for the avoidance of doubt, the Owner Trustee shall not have any duty or obligation to monitor or enforce the Sponsor’s compliance with any applicable risk retention rules or regulations. The Owner Trustee shall not be personally charged with knowledge of any such rules or regulations, and it shall not be liable under to any circumstances Noteholder or any other Person for special, indirect, consequential any violation of any such rules or punitive damages, however styled, including, without limitation, lost profits;regulations. (i) The Monies received by the Owner Trustee (except in the event that the Owner Trustee acts as Paying Agent) under this Agreement need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law. Such funds shall be held (i) in a non-interest bearing trust account and (ii) uninvested and the Owner Trustee shall not be liable or responsible for delays or failures in any interest thereon. (j) Each of the performance parties hereto agrees and, as evidenced by its acceptance of its obligations hereunder arising out of or causedany benefits hereunder, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood any Certificateholder agrees that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in any capacity (x) has not provided and will not provide in the banking industry future, any advice, counsel or opinion regarding the tax, regulatory, financial, investment, securities law or insurance implications and consequences of the formation, funding and ongoing administration of the Issuer, including income, gift and estate tax issues, insurable interest issues, risk retention issues, doing business or other licensing matters and the initial and ongoing selection and monitoring of financing arrangements, and (y) has not made any investigation as to resume performance as soon as reasonably practicable the accuracy of any representations, warranties or other obligations of the Issuer under the circumstances; (j) 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 Basic Documents and such notice references the fact or event; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third partiesin connection therewith.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and each agrees to perform its express duties hereunder with respect to such trusts, but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Assets Estate upon the terms of this Agreement and the other Basic Documents. 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 misfeasancemisconduct, bad faith, fraud faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Administrator or the Certificateholderany Owner or Owners; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document 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 DocumentsDocument, including the principal of and interest on the NotesNotes or 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 Sponsor, Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust AssetsEstate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall not in no any event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other PersonOwner, other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The the Owner Trustee shall not be liable for the default or misconduct of the SponsorAdministrator, the Certificate RegistrarSeller, the Certificate Paying Agent or Depositor, the Indenture Trustee or the Servicer under any of the Basic Documents Document or otherwise, and the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust Issuer under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person pursuant to under any of the Basic Documents;; 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 other Basic Document, at the request, order or direction of any of the Certificateholder or any other PersonOwners, unless the Certificateholder or such other Person has Owners have offered to the Owner Trustee reasonable 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 ; 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act;. (h) The in no event shall the Owner Trustee shall not be personally responsible or liable under for any circumstances for special, indirect, consequential failure or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures delay in the performance of its obligations hereunder arising out of or causedcaused by, directly or indirectly, by circumstances forces beyond its control (such control, including, without limitation strikes, work stoppages, acts include but are not limited to of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, strikes, lockouts, riots, acts of war and interruptions, losses loss or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Assets Estate upon the terms of the Basic Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except for (i) for its own willful misfeasance, bad faith, fraud misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (ai) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an a responsible officer or employee of the Owner Trustee; (bii) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Administrator, the Depositor, the Indenture Trustee or the CertificateholderOwner; (ciii) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (div) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (ev) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsor, Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Assets, 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 duty, or obligation to any Noteholder or to the Certificateholder or to any other PersonOwner, other than as expressly provided for herein or expressly agreed to and in the Basic Documents; (fvi) The the Owner Trustee shall not be liable for the default or misconduct of the SponsorAdministrator, the Certificate Registrar, the Certificate Paying Agent or the Indenture Trustee or the Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic DocumentsAdministrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement; (gvii) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any disclosure litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of the Certificateholder or any other PersonOwner, unless the Certificateholder or such other Person Owner has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act;; and (hviii) The notwithstanding any Person’s right to instruct the Owner Trustee, except as required by law or regulation, 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 be personally liable constitute a default or breach under any circumstances Basic Document. (ix) in no event shall the Owner Trustee be liable for any damages in the nature of special, indirect, indirect or consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable , or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result losses due to forces beyond the control of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided by unaffiliated third parties to the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third partiesTrustee.

Acceptance of Trusts and Duties. (a) The Owner Trustee accepts the trusts ▇▇▇▇▇▇ created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. To the fullest extent permitted by law, neither the 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 Trust, which implied duties and liabilities are hereby eliminated. Every provision of this Agreement and relating to the other Basic Documentsconduct 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 Trust Assets Estate upon the terms of the Transaction Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable personally liable or accountable hereunder or under any other Basic Transaction Document under any circumstancescircumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except for losses to the extent arising from (i) for its own willful misfeasancemisconduct, bad faithfaith or gross negligence in the performance of its express duties hereunder, fraud or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.4 expressly made by the Owner Trustee Wilmington Trust, in its individual capacitycapacity or (iii) the failure of Wilmington Trust to perform obligations expressly undertaken by it in the last sentence of Section 6.4, in each case as determined by a court of competent jurisdiction or otherwise agreed by the Servicer and Wilmington Trust. In particular, but not by way of limitation:limitation (and subject to the exemptions set forth in the preceding sentence): (a1) The Owner Trustee shall not be liable for any action taken, or error of judgment made made, in good faith by an any officer or employee of the Owner Trustee;. (b2) 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 federal gross income of the Certificateholders. (3) 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 obligations or duties under this Agreement, the Administration Agreement, the Sale and Servicing Agreement or the Indenture, or under any other document contemplated hereby or thereby, which are to be performed by the 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 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 to which the Owner Trustee is not a party in its individual capacity. (6) Notwithstanding anything contained herein or in any of the Transaction Documents to the contrary, the Owner Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the 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. (7) 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 Sponsor 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 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 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) 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 Sponsor, for the form, character, genuineness, sufficiency, value or validity of any of the Trust Assets, or for or in respect of the validity or sufficiency of the Basic Documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other Person, other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Certificate Registrar, the Certificate Paying Agent or the Indenture Trustee under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations required to be performed by any other Person pursuant to the Basic Documents; (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 other Basic Transaction Document, at the request, order or written direction of the Certificateholder or any other PersonCertificateholders, unless the Certificateholder or such other Person has Certificateholders have offered to provide to the Owner Trustee reasonable 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 other Basic 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 personally liable to in any Person for other Transaction Document other than for its gross negligence, bad faith or willful misconduct in the performance of any such act;. (h9) Any funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing account, and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Certificateholders or any other Person. (10) The Owner Trustee shall not be personally liable under 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 circumstances for specialnotice), indirectany fact or event including any Default, consequential Event of Default or punitive damages, however styled, including, without limitation, lost profits; (i) 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 responsible 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 delays or failures any damages in the performance nature of its obligations hereunder arising out 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 causedterrorism, directly insurrection, revolution, nuclear or indirectly, by circumstances beyond its control (such acts include but are not limited to natural catastrophes or acts of God, strikesepidemics or pandemics, lockoutsquarantines, riotsor shelter-in-place or any similar directive, acts of war guidance, policy or other action by any Governmental Authority and interruptions, losses loss or malfunctions of utilities, communications or computer (hardware or softwaresoftware and hardware) or communications services)services provided to the Owner Trustee; it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices practice in the banking industry to resume performance as soon as reasonably practicable under the circumstances;. (je) The Owner Trustee shall not be deemed to have knowledge or notice In the event of the engagement of any fact accountants hereunder 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act pursuant hereto including in connection with the performance of any regulatory, administrative, governmental, investigative agreed upon procedures or other proceeding or inquiry relating in any way audit related to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness activities of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contraryIssuer, the Owner Trustee shall not be personally liable for the acts any claims, liabilities or omissions expenses relating to such accountants’ engagement or any report issued in connection with such engagement. Dissemination of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions report other than pursuant to the Owner Trustee, including, without limitation, Transaction Documents or applicable law is subject to the risk consent of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third partiesaccountants.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets Estate upon the terms of the Transaction Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable personally liable or accountable hereunder or under any other Basic Transaction Document under any circumstancescircumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misfeasancemisconduct, bad faithfaith or negligence, fraud or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 warranty, expressly made by the Owner Trustee in its individual capacitycapacity or any representation or warranty made by the Owner Trustee in accordance with Section 11.13 or 11.14, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the third sentence of Section 6.4 or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitationlimitation of the foregoing: (ai) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by an officer any of its officers or employee of employees unless it is proved that such Persons were negligent in ascertaining the Owner Trusteepertinent facts; (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 Sponsor or the Certificateholder; (cii) No provision of this Agreement or any other 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 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 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 Sponsor, for the form, character, genuineness, sufficiency, value or validity of any of the Trust Assets, or for or in respect of the validity or sufficiency of the Basic Documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other Person, Person other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Certificate Registrar, the Certificate Paying Agent or the Indenture Trustee under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations required to be performed by any other Person pursuant to the Basic Documents; (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 Certificateholder or any other Person, unless the Certificateholder or such other Person has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. 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 and the other Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets Estate upon the terms of this Agreement and the other Basic Documents. 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 misfeasance, bad faith, fraud or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacity. In particular, but not by way of limitation: (a) The Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor or the Certificateholder; (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 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 Sponsor, for the form, character, genuineness, sufficiency, value or validity of any of the Trust AssetsEstate, or for or in respect of the validity or sufficiency of the Basic Documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other Person, other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Certificate Registrar, the Certificate Paying Agent or the Indenture Trustee under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations required to be performed by any other Person pursuant to the Basic Documents; (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 Certificateholder or any other Person, unless the Certificateholder or such other Person has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Trust Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Trust Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. 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 and the other Basic DocumentsTrust Agreement. The Owner Trustee and the Certificate Paying Agent also agrees agree to disburse all moneys actually received by it constituting part of the Trust Assets Estate upon the terms of this Trust Agreement and the other Basic DocumentsDocuments to which each is a party. 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 misfeasancemisconduct, negligence or bad faith, fraud faith or negligence negligent failure to act or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation: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 an officer or employee of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor or the Certificateholder; (c) No no provision of this Trust Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights rights, duties or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (db) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (ec) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Sponsor, Depositor for the form, character, genuineness, sufficiency, value or validity of any of the Trust AssetsEstate, or for or in respect of the validity or sufficiency of the Basic Documents, the Notes, the Certificates, other than the certificate of authentication on the Certificates, if executed by the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to the Certificateholder or to any other PersonCertificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (fd) The the execution, delivery, authentication and performance by the Owner Trustee of this Trust Agreement will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency; (e) the Owner Trustee shall not be liable for the default or misconduct of the SponsorDepositor, the Certificate RegistrarIndenture Trustee, the Certificate Paying Agent, the Paying Agent or the Indenture Trustee 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 Certificate Paying Agent, the Paying Agent, the Depositor or the Trust under this Trust Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic Documents;Indenture Trustee or the Paying Agent under the Indenture or the Seller under the Purchase Agreement; and (gf) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it or duties imposed by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to this Trust Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholder or any other PersonCertificateholders, unless the Certificateholder or such other Person has Certificateholders have offered to the Owner Trustee reasonable 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 enumerated in this Trust Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. The Owner Trustee Bank accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee Bank also agrees to disburse all moneys actually received by it constituting part of the Trust Assets upon Estate in accordance with the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall Bank will not be answerable or accountable hereunder or under any other Basic Document under any circumstancescircumstances in its individual capacity, except (i) for its own willful misfeasancemisconduct, bad faithfaith or negligence, fraud or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made 7.03, (iii) for the failure by the Owner Trustee to perform obligations expressly undertaken by it in its individual capacitythe last sentence of subsection 6.03(a) or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation: (a) The Owner the Trustee shall Bank will not be personally liable for any error of judgment made in good faith by an officer or employee a Responsible Officer of the Owner TrusteeTrustee so long as the same will not constitute negligence, bad faith or willful misconduct; (b) The Owner the Trustee shall Bank will not be personally liable with respect to any action taken or omitted to be taken by it the Owner Trustee in good faith in accordance with the instructions of the Sponsor or the CertificateholderBeneficiary; (c) No no provision of this Agreement or any other Basic Transaction Document shall will require the Owner Trustee Bank to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document hereunder, if the Owner Trustee shall Bank 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 circumstance will the Owner Trustee Bank be personally liable for indebtedness evidenced by the accuracy or arising under performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Basic Documents, including the principal of and interest on the NotesTrust; (e) The Owner Trustee shall Bank will not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsor, for the form, character, genuineness, sufficiency, value Beneficiary or validity of any of the Trust Assets, or for or in with respect of the validity or sufficiency of the Basic Documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to agreement entered into by the Certificateholder or to any other Person, other than as expressly provided for herein or expressly agreed to in the Basic DocumentsTrust; (f) Under no circumstances will the Trustee Bank be responsible or liable for the action or inaction of the Beneficiary, nor will the Trustee Bank be responsible for monitoring the performance of the Beneficiary’s duties hereunder or of any other Person acting for or on behalf of the Trust; (g) In no event will the Trustee Bank be personally liable for special, consequential or punitive damages unless such damages result from its willful misconduct or negligence, for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, for the acts or omissions of brokers or dealers, and for any losses due to forces beyond the control of the Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Owner Trustee shall Bank will have no responsibility for the accuracy of any information provided to the Beneficiary or any other Person that has been obtained from, or provided to the Trustee Bank by, any other Person; (h) The Trustee Bank will not be liable for the default or misconduct of the Sponsor, the Certificate Registrar, the Certificate Paying Agent or the Indenture Trustee under any of the Basic Transaction Documents or otherwise, and the Owner Trustee shall Bank will have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitorTransaction Documents, supervise or perform the obligations in each case that are required to be performed by any other Person pursuant to the Basic Documents;Indenture Trustee under the Indenture; and (gi) The Owner the Trustee shall Bank 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 other Basic DocumentAgreement, at the request, order or direction of the Certificateholder or any other PersonBeneficiary, unless the Certificateholder or such other Person Beneficiary has offered to the Owner Trustee reasonable Bank security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee Bank therein or thereby. The permissive right of the Owner Trustee Bank to perform any discretionary act enumerated in this Agreement or in any other Basic Transaction Document shall will not be construed as a duty, and the Owner Trustee shall Bank will not be answerable or personally liable to any Person for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets Estate upon the terms of the Transaction Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misfeasance, bad faith, fraud misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an a responsible officer or employee of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Administrator or the Certificateholderany Owner; (c) No no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes; (e) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsor, Trust Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust AssetsEstate, or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the certificate of authentication on the Trust Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to the Certificateholder or to any other PersonOwner, other than as expressly provided for herein or expressly agreed to in the Basic Transaction Documents; (f) The the Owner Trustee shall not be liable for the default or misconduct of the SponsorAdministrator, the Certificate RegistrarTrust Depositor, the Certificate Paying Agent or the Indenture Trustee or the Servicer under any of the Basic Transaction Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Transaction Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic Documents;Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer, or the Trust Depositor under the Sale and Servicing Agreement; and (g) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this the Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Transaction Document, at the request, order or direction of the Certificateholder or any other PersonOwner, unless the Certificateholder or such other Person has Owner have offered to the Owner Trustee reasonable 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 enumerated in this Agreement or in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable or personally liable to any Person for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ created by this Agreement and agrees to perform its express duties hereunder with respect to such trusts, but only upon the terms of this Agreement and the other Basic Documentsunder it. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust any Assets upon on the terms of this Agreement and the other Basic Transaction Documents. The Owner Trustee shall not be answerable accountable under this Agreement or accountable hereunder or under any other Basic Transaction Document under any circumstances, circumstances except (i1) for its own willful misfeasance, bad faith, fraud misconduct or gross negligence or (ii2) in the case of for the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacity7.03. In particular, but not by way of limitation:in limitation (and subject to the exceptions in the preceding sentence): (a) The Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee a Responsible Officer of the Owner Trustee;. (b) The Owner Trustee shall not be liable with respect to regarding any action taken or omitted to be taken by it in accordance with instructions from the instructions of the Sponsor Administrator or the Certificateholder;Certificateholders. (c) No provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee to expend or risk its funds or otherwise incur any financial liability in the performance of any of its rights under this Agreement or powers hereunder or under any Basic other Transaction Document if the Owner Trustee shall have has reasonable grounds for believing that repayment of such those funds or adequate indemnity against such the risk or liability is not reasonably assured or provided to it;. (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the any of Notes;. (e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the its due execution hereof by the Sponsor, Depositor or for the form, character, genuineness, sufficiency, value value, or validity of any of the Trust Assets, or for or in respect of the validity or sufficiency of the Basic Transaction Documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other Person, other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The Owner Trustee shall not be liable for the default or misconduct certificate of the Sponsor, the Certificate Registrar, the Certificate Paying Agent or the Indenture Trustee under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations required to be performed by any other Person pursuant to the Basic Documents; (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 Certificateholder or any other Person, unless the Certificateholder or such other Person has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, authentication on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third partiesCertificates.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and each agrees to perform its express duties hereunder with respect to such trusts, but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Assets Estate upon the terms of this Agreement and the other Basic Documents. 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 misfeasancemisconduct, bad faith, fraud faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Administrator or the Certificateholderany Owner or Owners; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document 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 DocumentsDocument, including the principal of and interest on the NotesNotes or 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 Sponsor, Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust AssetsEstate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall not in no any event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other PersonOwner, other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The the Owner Trustee shall not be liable for the default or misconduct of the SponsorAdministrator, the Certificate RegistrarSeller, the Certificate Paying Agent or Depositor, the Indenture Trustee or the Servicer under any of the Basic Documents Document or otherwise, and the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust Issuer under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person pursuant to under any of the Basic Documents;; 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 other Basic Document, at the request, order or direction of any of the Certificateholder or any other PersonOwners, unless the Certificateholder or such other Person has Owners have offered to the Owner Trustee reasonable 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 ; 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. Except as otherwise provided in this Article VII, in accepting the trusts hereby created, the Trustee acts solely as Trustee hereunder and not in its individual capacity and all Persons having any claim against the Trustee by reason of the transactions contemplated by the Series Trust Agreement or any Basic Document shall look only to the Trust Assets for payment or satisfaction thereof. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsSeries Trust Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets upon the terms of this Agreement and the other Basic Documents. The Owner Trustee shall not be answerable liable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own negligent action, its own negligent failure to act or its own willful misfeasancemisfeasance or bad faith (except that the foregoing shall not limit the effect of subsections 7.1(a) or (b), bad faith, fraud or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacity7.7. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner the Trustee shall not be liable at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any error Underlying Security, other Trust Asset, the Swap Agreement, any Related Agreement and any Credit Enhancement Agreement, or the perfection and priority of judgment made in good faith any security interest created by an officer any Underlying Security or employee the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Assets or their sufficiency to generate the payments to be distributed to Certificateholders under the Series Trust Agreement, including, without limitation: the terms and conditions of any Underlying Security, other Trust Asset, the Swap Agreement, any Related Agreement and any Credit Enhancement Agreement; the validity of the assignment of any Underlying Security or other Trust Asset to the Trust or of any intervening assignment; the completeness of any Underlying Security, other Trust Asset, the Swap Agreement, any Related Agreement and any Credit Enhancement Agreement; the performance or enforcement of any Underlying Security, other Trust Asset, the Swap Agreement, any Related Agreement and any Credit Enhancement Agreement; the compliance by the Depositor with any warranty or representation made under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action of the Depositor taken in the name of the 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 Sponsor or the Certificateholder; (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 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 or other payment or distribution obligations evidenced by or arising under any of the Basic Documents, including the principal Certificate Principal Balance of and interest periodic distributions on the NotesCertificates; (ec) The Owner the Trustee shall not be responsible for or in respect of and makes no representation as to the validity or sufficiency of this Agreement any provision of the Series Trust Agreement, the accuracy or completeness of any offering documents for the Certificates or for the due execution hereof by the Sponsor, Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust AssetsUnderlying Securities, the Certificates (other than the certificate of authentication on the Certificates) or for of any Underlying Securities or in respect of the validity or sufficiency of the Basic Documentsany related documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other PersonCertificateholder, other than as expressly provided for herein or expressly agreed to in the Basic Documents; (fd) The Owner the Trustee shall not be liable for the default or misconduct of the SponsorDepositor or any other party (other than itself, as provided in the Certificate Registrar, the Certificate Paying Agent or the Indenture Trustee Series Trust Agreement) under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations required to be performed by any other Person pursuant to the Basic Documents; (ge) The Owner the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, the Series Trust Agreement or to make any investigation of related matters or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this the Series Trust Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholder or any other PersonCertificateholders, unless the Certificateholder or such other Person has Certificateholders have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that which may be incurred by the Owner Trustee therein or therebyTrustee. The permissive right of the Owner Trustee to perform any discretionary act enumerated in this the Series Trust Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable or personally liable to any Person for other than its gross negligencewillful misfeasance, bad faith or willful misconduct negligence in the performance of any such act;act or by reason of reckless disregard of the Trustee's obligations and duties under the Series Trust Agreement; and (hf) The Owner the Trustee shall not incur any liability to any Certificateholder if, by reason of any provision of any present or future law, or regulation thereunder, or any governmental authority, or by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Trustee shall be personally liable under prevented or forbidden from doing or performing any circumstances for special, indirect, consequential act or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner thing which the terms of the Series Trust Agreement provide shall be done or performed; and the Trustee shall not be liable incur any liability to any Certificateholder by reason of any non-performance or responsible for delays or failures delay, caused as aforesaid, in the performance of its obligations hereunder arising out any act or thing which the terms of the Series Trust Agreement provide shall or causedmay be done or performed, directly or indirectlyby reason of any exercise of, by circumstances beyond its control (such acts include but are not limited or failure to acts of Godexercise, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices any discretion provided for in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Series Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Trust Assets Estate upon the terms of this Agreement and the other Basic Documents. 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 misfeasance, bad faith, fraud misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (ai) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee a Responsible Officer of the Owner Trustee; (bii) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Administrator or the Certificateholderany Owner; (ciii) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (div) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the NotesNotes or the Trust Certificates; (ev) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsor, Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust AssetsEstate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other PersonOwner, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (fvi) The the Owner Trustee shall not be liable for the default or misconduct of the SponsorAdministrator, the Certificate RegistrarWFSRC3, the Certificate Paying Agent as Seller or Depositor, the Indenture Trustee or the Master 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 Owner Trustee or the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic DocumentsAdministrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or WFSRC3, as Seller or Depositor, under the Sale and Servicing Agreement; (gvii) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any 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 Certificateholder or any other PersonOwners, unless the Certificateholder or such other Person has Owners have offered to the Owner Trustee reasonable 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 ; 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 or personally liable to any Person for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (hviii) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential notwithstanding anything to the contrary herein or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrarydocument, the Owner Trustee shall not be personally liable for the acts required to execute, deliver or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions certify on behalf of an instructing the Trust or directing Personany other Person any filings, certificates, affidavits or other instruments required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; and (oix) The notwithstanding any Person's right to instruct the Owner Trustee, neither the Owner Trustee shall have no duty nor any agent, employee, director or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf officer of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs obligation to execute any certificates or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions other documents required pursuant to the Owner Trustee, including, without limitation, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or the risk of the Owner Trustee taking unauthorized instructions, rules and regulations promulgated thereunder and the risk of interception and misuse by third partiesrefusal 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 express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Trust Assets Estate upon the terms of this Agreement and the other Basic Documents. 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 misfeasance, bad faith, fraud misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee a Responsible Officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Administrator or the Certificateholderany Owner; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document 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 NotesNotes or 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 Sponsor, Depositor or the Insurer or for the form, character, genuineness, sufficiency, value or validity of any of the Trust AssetsEstate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other PersonOwner, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The the Owner Trustee shall not be liable for the default or misconduct of the SponsorAdministrator, WFS Financial Auto Loans, Inc., as Seller or Depositor, the Certificate RegistrarInsurer, the Certificate Paying Agent or the Indenture Trustee or the Master Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic Documents; (g) The Owner Trustee shall be Administrator under no obligation to exercise any of the rights or powers vested in it by this Administration 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 Certificateholder or any other Person, unless the Certificateholder or such other Person has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.Indenture

Acceptance of Trusts and Duties. 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 and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets upon Estate to the terms of this Agreement and Indenture Trustee for disbursement pursuant to the other Basic Transaction Documents. The Owner Trustee shall not be personally answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misfeasancemisconduct, bad faith, fraud faith or gross negligence in the performance of its duties or the omission to perform any such duties or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 6.03 expressly made by the Owner Trustee in its individual capacity. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by an officer or employee of the Owner Trustee; (b) The Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Administrator or the CertificateholderTransferor; (c) No no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any personal financial liability in the exercise or performance of any of its duties, rights or powers hereunder or under any Basic Document 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 itit (as such and in its individual capacity); (d) Under under no circumstances shall the Owner Trustee be personally 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 personally responsible for or in respect of the validity or sufficiency of this Agreement or for Agreement, the due execution hereof by the Sponsor, for Transferor or the form, character, genuineness, sufficiency, value or validity of any of the Trust AssetsEstate, or for or in respect of the validity or sufficiency of the Basic Transaction Documents, the Notes or the Transferor Interest, and the Owner Trustee shall in no event assume or incur any personal liability, duty duty, or obligation to any Noteholder Noteholder, Transferor, any Holder of the Transferor Interest or to the Certificateholder or to any other Person, other than as expressly provided for herein or expressly agreed to in the Basic other Transaction Documents; (f) The Owner Trustee shall not be personally liable for the default or misconduct of of, and shall have no duty to monitor the Sponsorperformance of, the Certificate RegistrarTransferor, the Certificate Paying Agent Servicer, Administrator or the Indenture Trustee or any other Person under any of the Basic Transaction Documents or otherwise, and the Owner Trustee shall have no obligation or personal liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitorTransaction Documents, supervise or perform the obligations including those that are required to be performed by any other Person pursuant to Administrator under the Basic DocumentsAdministration Agreement, Indenture Trustee under the Indenture or Servicer under the Transfer and Servicing Agreement; (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Transaction Document, at the request, order or direction of the Certificateholder or any other PersonTransferor, unless the Certificateholder or such other Person Transferor has offered to the Owner Trustee reasonable (as such and in its individual capacity) 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 enumerated in this Agreement or in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable or personally liable to any Person for any such act other than liability to the Trust and the beneficial owners of the Trust for its own gross negligence, bad faith or willful misconduct in the performance of any such act or the omission to perform any such act;; and (h) The Notwithstanding anything contained herein to the contrary, Owner Trustee shall not be personally liable under required to take any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) The require the registration with, licensing by or the taking of any other similar action in respect of, any State or other governmental authority or agency of any jurisdiction other than the State of Delaware by or with respect to Owner Trustee (as such or in its individual capacity); (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by Owner Trustee (as such or in its individual capacity); or (iii) subject 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 Owner Trustee contemplated hereby. Owner Trustee shall not be liable or responsible for delays or failures entitled to obtain advice of counsel (which advice shall be an expense of Transferor) to determine whether any action required to be taken pursuant to this Agreement results in the performance of its obligations hereunder arising out of or causedconsequences described in clauses (i), directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war ii) and interruptions, losses or malfunctions of utilities, computer (hardware or softwareiii) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquirypreceding sentence. In the absence of alternate direction from the Certificateholder, the event that said counsel advises Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take that such action will result in such consequences, Transferor shall appoint an additional trustee pursuant to Section 9.05 to proceed with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third partiesaction.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Assets Estate upon the terms of the Basic Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except for (i) for its own willful misfeasance, bad faith, fraud misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee a Responsible Officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction or instructions of the Sponsor Administrator, the Depositor, the Indenture Trustee or the CertificateholderOwner; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any 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 or personally liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsor, Depositor or for the form, character, genuineness, sufficiency, accuracy, value or validity of any of the Owner Trust Assets, Estate or for or in respect of the validity or sufficiency of the Owner Trust Estate, the Basic Documents, the Certificate, other than the certificate of authentication on the Certificate, or any other related document supplied to the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder Noteholder, the Owner, the Depositor or to the Certificateholder or to any other Person, Person other than as expressly provided for herein or expressly agreed to and in the Basic Documents; (f) The the Owner Trustee shall not be responsible or personally liable for or in respect of the enforceability of the Certificate; (g) the Owner Trustee shall not be responsible or personally liable for recording this Agreement or any Basic Document, for preparing or filing any financing or continuation statement in any public office at any time or otherwise perfecting or maintaining the perfection of any ownership or security interest or lien or for preparing or filing any tax, qualification to do business or securities law filing or report; (h) the Owner Trustee shall not be liable for for, and shall have no duty to supervise or monitor, the default action or inaction, default, misconduct or negligence of the SponsorAdministrator, the Certificate RegistrarDepositor, the Certificate Paying Agent or the Indenture Trustee or the Servicer or any agent appointed by any of them under any of the Basic Documents or otherwiseotherwise and the Owner Trustee may assume performance by each of such parties absent written notice or actual knowledge of a Responsible Officer to the contrary, 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 or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic DocumentsAdministrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement; (gi) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any disclosure litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of the Certificateholder or any other PersonOwner, unless the Certificateholder or such other Person Owner has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for such act other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (hj) The notwithstanding any Person’s right to instruct the Owner Trustee, except as required by law or regulation, 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 be personally liable constitute a default or breach under any circumstances Basic Document; (k) in no event shall the Owner Trustee be liable for any damages in the nature of special, indirectpunitive, indirect or consequential losses or punitive damages, however styled, including, without limitation, lost profits; (i) The , or for any losses due to forces beyond the control of the Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or causedTrustee, directly or indirectlyincluding, by circumstances beyond its control (such acts include but are not limited to acts of Godwithout limitation, strikes, lockouts, riotswork stoppages, acts of war or terrorism, insurrection, revolution, epidemic or pandemic, nuclear or natural catastrophes or acts of God and interruptions, losses loss or malfunctions of utilities, communications or computer (hardware or softwaresoftware and hardware) or communications services); it being understood that services provided by unaffiliated third parties to the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstancesTrustee; (jl) The the Owner Trustee shall not be deemed to have knowledge or notice of any fact event or information, including any Default or Event of Default, or be required to act upon any event unless a Responsible Officer or information (including the sending of the Owner Trustee has actual knowledge thereof or any notice), unless written notice of such fact event or event information is received by a Responsible Officer and such notice references the fact event or event; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate information. Absent written notice in or otherwise act in connection accordance 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; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its partthis Section, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, assume that the no such event has occurred. The Owner Trustee shall have examined no obligation to inquire into, or investigate as to, the occurrence of any such certificates event (including any Default or opinions Event of counsel so as to determine compliance Default). For purposes of determining the same with the requirements of this Agreement; (m) To the fullest extent permitted by law Owner Trustee’s responsibility and notwithstanding anything liability hereunder, whenever reference is made in this Trust Agreement to any event (including, but not limited to, a Default or Event of Default), such reference shall be construed to refer only to such event of which the contrary, Owner Trustee has received written notice as described in this Section. Knowledge of the Owner Trustee shall not be personally liable for attributed or imputed to the acts Owner ▇▇▇▇▇▇▇’s other roles in the transaction; (m) the Owner Trustee shall not be required to investigate any claims of an alleged breach by any Person of a representation or omissions warranty under any of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assetsBasic Documents; (n) The Owner Trustee is hereby authorized to rely upon and comply in connection with notices, instructions and directions sent by Electronic Methods by Persons believed by the remedy of the Owner Trustee to enforce the obligations of JDCC under the Purchase Agreement pursuant to Section 3.02 of the Sale and Servicing Agreement, the Owner Trustee shall have no obligation to take any action or omit to take any action unless it is directed to do so by the Depositor and the Depositor shall have offered to the Owner Trustee security or indemnity satisfactory to it against the reasonable costs, expenses, disbursements and advances that might be authorized to give instructions incurred by it, its agents and directions on behalf of an instructing or directing Personits counsel in compliance with such direction; and (o) In no event shall the Owner Trustee have any responsibility to monitor compliance with or enforce compliance with the credit risk retention requirements for asset-backed securities or other rules or regulations relating to risk retention. The Owner Trustee shall have no duty not be charged with knowledge of such rules, nor shall it be liable to any Noteholder, Certificateholder, the Depositor, the Servicer or obligation any other Person for violation of such rules now or hereafter in effect. The Owner Trustee shall not be required to verify monitor, initiate or confirm that conduct any proceedings to enforce the obligations of the Trust, the Depositor, the Servicer or any other Person who sent such instructions with respect to any breach of representation or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, warranty under any transaction document and the Owner Trustee shall not have no liability for any losses, liabilities, costs or expenses incurred or sustained duty to conduct any investigation as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, occurrence of any condition requiring the risk repurchase or substitution of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse any Receivable by third partiesany Person pursuant to any transaction document.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Assets Estate upon the terms of the Basic Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except for (i) for its own willful misfeasance, bad faith, fraud misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee a Responsible Officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction or instructions of the Sponsor Administrator, the Depositor, the Indenture Trustee or the CertificateholderOwner; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any 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 or personally liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsor, Depositor or for the form, character, genuineness, sufficiency, accuracy, value or validity of any of the Owner Trust Assets, Estate or for or in respect of the validity or sufficiency of the Owner Trust Estate, the Basic Documents, the Certificate, other than the certificate of authentication on the Certificate, or any other related document supplied to the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder Noteholder, the Owner, the Depositor or to the Certificateholder or to any other Person, Person other than as expressly provided for herein or expressly agreed to and in the Basic Documents; (f) The the Owner Trustee shall not be responsible or personally liable for or in respect of the enforceability of the Certificate; (g) the Owner Trustee shall not be responsible or personally liable for recording this Agreement or any Basic Document, for preparing or filing any financing or continuation statement in any public office at any time or otherwise perfecting or maintaining the perfection of any ownership or security interest or lien or for preparing or filing any tax, qualification to do business or securities law filing or report; (h) the Owner Trustee shall not be liable for for, and shall have no duty to supervise or monitor, the default action or inaction, default, misconduct or negligence of the SponsorAdministrator, the Certificate RegistrarDepositor, the Certificate Paying Agent or the Indenture Trustee or the Servicer or any agent appointed by any of them under any of the Basic Documents or otherwiseotherwise and the Owner Trustee may assume performance by each of such parties absent written notice or actual knowledge of a Responsible Officer to the contrary, 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 or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic DocumentsAdministrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement; (gi) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any disclosure litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of the Certificateholder or any other PersonOwner, unless the Certificateholder or such other Person Owner has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for such act other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (hj) The notwithstanding any Person’s right to instruct the Owner Trustee, except as required by law or regulation, 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 be personally liable constitute a default or breach under any circumstances Basic Document; (k) in no event shall the Owner Trustee be liable for any damages in the nature of special, indirectpunitive, indirect or consequential losses or punitive damages, however styled, including, without limitation, lost profits; (i) The , or for any losses due to forces beyond the control of the Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or causedTrustee, directly or indirectlyincluding, by circumstances beyond its control (such acts include but are not limited to acts of Godwithout limitation, strikes, lockouts, riotswork stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, losses loss or malfunctions of utilities, communications or computer (hardware or softwaresoftware and hardware) or communications services); it being understood that services provided by unaffiliated third parties to the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstancesTrustee; (jl) The the Owner Trustee shall not be deemed to have knowledge or notice of any fact event or information, including any Default or Event of Default, or be required to act upon any event unless a Responsible Officer or information (including the sending of the Owner Trustee has actual knowledge thereof or any notice), unless written notice of such fact event or event information is received by a Responsible Officer and such notice references the fact event or event; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate information. Absent written notice in or otherwise act in connection accordance 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; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its partthis Section, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, assume that the no such event has occurred. The Owner Trustee shall have examined no obligation to inquire into, or investigate as to, the occurrence of any such certificates event (including any Default or opinions Event of counsel so as to determine compliance Default). For purposes of determining the same with the requirements of this Agreement; (m) To the fullest extent permitted by law Owner Trustee’s responsibility and notwithstanding anything liability hereunder, whenever reference is made in this Trust Agreement to any event (including, but not limited to, a Default or Event of Default), such reference shall be construed to refer only to such event of which the contrary, Owner Trustee has received written notice as described in this Section. Knowledge of the Owner Trustee shall not be personally liable for attributed or imputed to the acts Owner Trustee’s other roles in the transaction; (m) the Owner Trustee shall not be required to investigate any claims of an alleged breach by any Person of a representation or omissions warranty under any of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assetsBasic Documents; (n) The Owner Trustee is hereby authorized to rely upon and comply in connection with notices, instructions and directions sent by Electronic Methods by Persons believed by the duty of the Owner Trustee to enforce the obligations of JDCC under the Purchase Agreement pursuant to Section 3.02 of the Sale and Servicing Agreement, the Owner Trustee shall have no obligation to take any action or omit to take any action unless it is directed to do so by the Depositor and the Depositor shall have offered to the Owner Trustee security or indemnity satisfactory to it against the reasonable costs, expenses, disbursements and advances that might be authorized to give instructions incurred by it, its agents and directions on behalf of an instructing or directing Personits counsel in compliance with such direction; and (o) In no event shall the Owner Trustee have any responsibility to monitor compliance with or enforce compliance with the credit risk retention requirements for asset- backed securities or other rules or regulations relating to risk retention. The Owner Trustee shall have no duty not be charged with knowledge of such rules, nor shall it be liable to any Noteholder, Certificateholder, the Depositor, the Servicer or obligation any other Person for violation of such rules now or hereafter in effect. The Owner Trustee shall not be required to verify monitor, initiate or confirm that conduct any proceedings to enforce the obligations of the Trust, the Depositor, the Servicer or any other Person who sent such instructions with respect to any breach of representation or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, warranty under any transaction document and the Owner Trustee shall not have no liability for any losses, liabilities, costs or expenses incurred or sustained duty to conduct any investigation as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, occurrence of any condition requiring the risk repurchase or substitution of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse any Receivable by third partiesany Person pursuant to any transaction document.

Acceptance of Trusts and Duties. 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 and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets Estate upon the terms of the Basic Documents and this Agreement and the other Basic DocumentsAgreement. 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 misfeasancemisconduct, bad faith, fraud faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee a Trust Officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Servicer, the Administrator or the any Certificateholder; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any 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 Sponsor, Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust AssetsEstate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other PersonCertificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the SponsorAdministrator, the Certificate RegistrarDepositor, the Certificate Paying Agent or Servicer, the Indenture Trustee or any other Person under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic DocumentsAdministrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Depositor or the Servicer under the Sale and Servicing Agreement; (g) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, to make any investigation of matters arising under 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 Certificateholder or any other PersonCertificateholders, unless the Certificateholder or such other Person has Certificateholders have offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act;; and (h) for the avoidance of doubt, the Owner Trustee shall not have any duty or obligation to monitor or enforce the Sponsor’s compliance with any applicable risk retention rules or regulations. The Owner Trustee shall not be personally liable under charged with knowledge of any circumstances for specialsuch rules or regulations, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee and it shall not be liable to any Noteholder or responsible any other Person for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) The Owner Trustee shall not be deemed to have knowledge or notice any violation of any fact such rules 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third partiesregulations.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Assets Estate upon the terms of the Basic Documents and this Agreement and the other Basic DocumentsAgreement. 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 misfeasancemisconduct, bad faith, fraud faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee a Responsible Officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Master Servicer or the any Certificateholder; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any 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 Sponsor, Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Assets, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other PersonCertificateholder, other than as expressly provided for herein or expressly agreed to and in the Basic Documents; (f) The the Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Certificate Registrar, the Certificate Paying Agent Trustee or the Indenture Trustee Master Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic Documents;Trustee under the Indenture or the Master Servicer 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 other Basic Document, at the request, order or direction of any of the Certificateholder or any other PersonCertificateholders, unless the Certificateholder or such other Person has Certificateholders have offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. 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 and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Owner Trust Assets Estate upon the terms of this Agreement and the other Basic Documents. 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 misfeasancemisconduct, bad faith, fraud faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Administrator or the Certificateholderany Owner or Owners; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document 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 DocumentsDocument, including the principal of and interest on the NotesNotes or 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 Sponsor, Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust AssetsEstate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall not in no any event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other PersonOwner, other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The the Owner Trustee shall not be liable for the default or misconduct of the SponsorAdministrator, the Certificate RegistrarSeller, the Certificate Paying Agent or Depositor, the Indenture Trustee or the Servicer under any of the Basic Documents Document or otherwise, and the Owner Trustee shall not have no any obligation or liability to perform the obligations of the Trust Issuer under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person pursuant to under any of the Basic Documents;; 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 other Basic Document, at the request, order or direction of any of the Certificateholder or any other PersonOwners, unless the Certificateholder or such other Person has Owners have offered to the Owner Trustee reasonable 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 ; 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Assets Estate upon the terms of the Basic Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except except: (i) for its own willful misfeasancemisconduct, bad faith, fraud faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee a Responsible Officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Master Servicer or the any Certificateholder; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any 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 Sponsor, Initial Beneficial Holder or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Assets, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other PersonCertificateholder, other than as expressly provided for herein or expressly agreed to and in the Basic Documents; (f) The the Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Certificate Registrar, the Certificate Paying Agent Trustee or the Indenture Trustee Master Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic Documents;Trustee under the Indenture or the Master Servicer under the Master 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 other Basic Document, at the request, order or direction of any of the Certificateholder or any other PersonCertificateholders, unless the Certificateholder or such other Person has Certificateholders have offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. 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 and subject to the other Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Assets Estate upon the terms of this Agreement and the other Basic DocumentsDocuments and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misfeasance, bad faith, fraud breach or misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 8.03 expressly made by the Owner Trustee in its individual capacity. In particular, but not by way of limitation: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 an officer or employee a Responsible Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor or the CertificateholderCertificateholders given in accordance with this Agreement; (c) No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsor, Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Assets, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to the Certificateholder or to any other PersonCertificateholders, other than as expressly provided for herein or expressly agreed to and in the other Basic Documents; (f) The Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Certificate Registrar, the Certificate Paying Agent Indenture Trustee or the Indenture Trustee 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 Issuing Entity under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic DocumentsSponsor, the Indenture Trustee or the Servicer; (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 Certificateholder Sponsor or any other Personof the Certificateholders, unless such Certificateholders, or the Certificateholder or such other Person has Sponsor have offered to the Owner Trustee reasonable 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 permissive 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 or personally liable to any Person for other than its gross negligence, bad faith negligence or willful breach or misconduct in the performance of any such act;; and (h) Notwithstanding anything contained herein to the contrary, neither U.S. Bank Trust National Association in its individual capacity nor as Owner Trustee shall be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by U.S. Bank Trust National Association; or (iii) subject U.S. Bank Trust National Association 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 U.S. Bank Trust National Association in its individual capacity or as Owner Trustee, as the case may be, contemplated hereby. The Owner Trustee shall not be personally liable under entitled to obtain advice of counsel (which advice shall be an expense of the Sponsor to determine whether any circumstances for special, indirect, consequential action required to be taken pursuant to this Agreement or punitive damages, however styled, including, without limitation, lost profits; the other Basic Documents results in the consequences described in clauses (i), (ii) The Owner Trustee shall not be liable or responsible for delays or failures in and (iii) of the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood preceding sentence. In the event that said counsel advises the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices that such action will result in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, thatconsequences, the Owner Trustee hereby agrees will appoint an additional trustee pursuant to cooperate Section 11.05 hereof to proceed with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third partiesaction.

Acceptance of Trusts and Duties. 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 and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets Estate upon the terms of the Basic Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee Trustee, in its individual capacity, shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misfeasance, bad faith, fraud misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacity. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee a Trust Officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Depositor or the any Certificateholder; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any 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 Sponsor, Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust AssetsEstate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee Trustee, in its individual capacity, shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other PersonCertificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the SponsorDepositor, the Certificate RegistrarServicer, the Certificate Paying Agent or the Indenture Trustee or any other Person under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic Documents;Indenture Trustee under the Indenture or the Depositor or the Servicer 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 other Basic Document, at the request, order or direction of any of the Certificateholder or any other PersonCertificateholders, unless the Certificateholder or such other Person has Certificateholders have offered to the Owner Trustee reasonable security security, in its individual capacity, or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee Trustee, in its individual capacity, therein or thereby. The permissive 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 or personally liable to any Person for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Trust Assets Estate upon the terms of this Agreement and the other Basic Documents. 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 misfeasance, bad faith, fraud misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee a Responsible Officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Administrator or the Certificateholderany Owner; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document 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 NotesNotes or 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 Sponsor, Depositor or the Insurer or for the form, character, genuineness, sufficiency, value or validity of any of the Trust AssetsEstate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other PersonOwner, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The the Owner Trustee shall not be liable for the default or misconduct of the SponsorAdministrator, WFS Financial Auto Loans, Inc., as Seller or Depositor, the Certificate RegistrarInsurer, the Certificate Paying Agent or the Indenture Trustee or the Master Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic Documents;Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or WFS Financial Auto Loans, Inc. as Seller or 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 other Basic Document, at the request, order or direction of the Certificateholder or any other PersonInstructing Party, unless the Certificateholder or such other Person Instructing Party has offered to the Owner Trustee reasonable 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 ; 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 or personally liable to any Person for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. 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 and the other Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets upon the terms of this Agreement and the other Basic DocumentsAgreement. 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 misfeasance, bad faith, fraud misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation: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 an officer or employee of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Administrator or the Certificateholderany Owner; (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 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 or any other amounts 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 Sponsor, Depositor or DCRR or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust AssetsEstate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other PersonOwner, other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The Owner Trustee shall not be liable for the default or misconduct of the SponsorAdministrator, the Certificate Registrar, the Certificate Paying Agent DCFS, as Seller or Depositor, DCRR, the Indenture 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 other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic Documents;Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or DCFS, as Depositor or as Seller, under the Sale and Servicing Agreement; and (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Certificateholder or any other PersonOwners, unless the Certificateholder or such other Person has Owners have offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, the same but only upon the terms of this Agreement and the other Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document personally liable under any circumstances, except (ia) for its own willful misfeasancemisconduct, bad faithfaith or gross negligence, fraud or negligence or (iib) for liabilities arising from the failure by the Owner Trustee to perform obligations expressly undertaken by it in the case last sentence of Section 8.07, (c) for the inaccuracy of any representation or warranty the representations and warranties of the Owner Trustee contained in Section 7.03 expressly made 9.05, or (d) 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 capacityconnection with any of the transactions contemplated by this Agreement or the Trust Related Agreements. In particular, but not by way of limitation: (ai) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by an officer or employee Authorized Officer of the Owner Trustee; (bii) The Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it the Owner Trustee in good faith in accordance with the written instructions of the Sponsor Administrator or the CertificateholderOwners; (ciii) No provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (div) Under no circumstances circumstance shall the Owner Trustee 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 NotesTrust Related Agreement; (ev) 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 SponsorDepositor, or for the form, character, genuineness, sufficiency, value or validity of any of Student Loan or Trust Certificate (other than with respect to the Trust Assetsdue execution thereby by an Authorized Officer), or for or in respect of the validity or sufficiency of the Basic Documents, and Administration Agreement or the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other Person, other than as expressly provided for herein or expressly agreed to in the Basic Documents;Trust Related Agreements; and (fvi) The Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Certificate Registrar, the Certificate Paying Agent or the Indenture Trustee Administrator under any of the Basic Documents Trust Related Agreements or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust hereunder or under this any Trust Related Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic Documents; (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 Certificateholder or any other Person, unless the Certificateholder or such other Person has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable Administrator under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Administration Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets Estate upon the terms of the Transaction Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable personally liable or accountable hereunder or under any other Basic Transaction Document under any circumstancescircumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misfeasancemisconduct, bad faithfaith or negligence, fraud or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 warranty, expressly made by the Owner Trustee in its individual capacitycapacity or any representation or warranty made by the Owner Trustee in accordance with Section 11.13 or 11.14, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the third sentence of Section 6.4 or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitationlimitation of the foregoing: (ai) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by an officer any of its officers or employee of employees unless it is proved that such Persons were negligent in ascertaining the Owner Trusteepertinent facts; (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 Sponsor or the Certificateholder; (cii) No provision of this Agreement or any other 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 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 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 the SponsorOwner Trustee. (v) Anything in this Agreement to the contrary notwithstanding, for the form, character, genuineness, sufficiency, value or validity of any of the Trust Assets, or for or in respect of the validity or sufficiency of the Basic Documents, and no event shall the Owner Trustee shall be liable under or in no event assume connection with this Agreement or incur the Trust for indirect, special, incidental, punitive or consequential losses or damages of any liabilitykind whatsoever, duty including but not limited to lost profits, whether or obligation to any Noteholder or to not foreseeable, even if the Certificateholder or to any other Person, other than as expressly provided for herein or expressly agreed to Owner Trustee has been advised of the possibility thereof and regardless of the form of action in the Basic Documents;which such damages are sought; and (fvi) The Owner Trustee shall not be liable incur any liability for the default not performing any act or misconduct of the Sponsorfulfilling any duty, the Certificate Registrar, the Certificate Paying Agent or the Indenture Trustee 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 responsibility hereunder if such delay or the other Basic Documents or to monitor, supervise or perform the obligations required to be performed by any other Person pursuant to the Basic Documents; (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 Certificateholder or any other Person, unless the Certificateholder or such other Person has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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 failure was caused by a Responsible Officer and such notice references the fact or event; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative force majeure or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third partiessimilar occurrence.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets Estate upon the terms of the Transaction Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable personally liable or accountable hereunder or under any other Basic Transaction Document under any circumstancescircumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misfeasancemisconduct, bad faithfaith or negligence, fraud or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 warranty, expressly made by the Owner Trustee in its individual capacitycapacity or any representation or warranty made by the Owner Trustee in accordance with Section 11.13 or 11.14, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the third sentence of Section 6.4 or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitationlimitation of the foregoing: (ai) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by an officer any of its officers or employee of employees unless it is proved that such Persons were negligent in ascertaining the Owner Trusteepertinent facts; (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 Sponsor or the Certificateholder; (cii) No provision of this Agreement or any other 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 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 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 Sponsor, for the form, character, genuineness, sufficiency, value or validity of any of the Trust Assets, or for or in respect of the validity or sufficiency of the Basic Documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other Person, Person other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Certificate Registrar, the Certificate Paying Agent or the Indenture Trustee under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations required to be performed by any other Person pursuant to the Basic Documents; (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 Certificateholder or any other Person, unless the Certificateholder or such other Person has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. 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 and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets Estate upon the terms of the Basic Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee Trustee, in its individual capacity, shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misfeasance, bad faith, fraud misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacity. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee a Trust Officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Depositor, the Administrator or the any Certificateholder; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any 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 Sponsor, Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust AssetsEstate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee Trustee, in its individual capacity, shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other PersonCertificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The the Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the SponsorDepositor, the Certificate RegistrarMaster Servicer, the Certificate Paying Agent Indenture Trustee, the Administrator or the Indenture Trustee any other Person under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic Documents;Indenture Trustee under the Indenture or the Depositor or the Master Servicer under the Sale and Servicing Agreement or the Administrator under the Administration 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 other Basic Document, at the request, order or direction of any of the Certificateholder or any other PersonCertificateholders, unless the Certificateholder or such other Person has Certificateholders have offered to the Owner Trustee reasonable security security, in its individual capacity, or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee Trustee, in its individual capacity, therein or thereby. The permissive 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 or personally liable to any Person for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Assets Estate upon the terms of the Basic Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except for (i) for its own willful misfeasance, bad faith, fraud misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee a Responsible Officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction or instructions of the Sponsor Administrator, the Depositor, the Indenture Trustee or the CertificateholderOwner; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any 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 or personally liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsor, Depositor or for the form, character, genuineness, sufficiency, accuracy, value or validity of any of the Owner Trust Assets, Estate or for or in respect of the validity or sufficiency of the Owner Trust Estate, the Basic Documents, the Certificates, other than the certificate of authentication on the Certificates, or any other related document supplied to the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder Noteholder, the Owner, the Depositor or to the Certificateholder or to any other Person, Person other than as expressly provided for herein or expressly agreed to and in the Basic Documents; (f) The the Owner Trustee shall not be responsible or personally liable for or in respect of the enforceability of the Certificates; (g) the Owner Trustee shall not be responsible or personally liable for recording this Agreement or any Basic Document, for preparing or filing any financing or continuation statement in any public office at any time or otherwise perfecting or maintaining the perfection of any ownership or security interest or lien or for preparing or filing any tax, qualification to do business or securities law filing or report; (h) the Owner Trustee shall not be liable for for, and shall have no duty to supervise or monitor, the default action or inaction, default, misconduct or negligence of the SponsorAdministrator, the Certificate RegistrarDepositor, the Certificate Paying Agent or the Indenture Trustee or the Servicer or any agent appointed by any of them under any of the Basic Documents or otherwiseotherwise and the Owner Trustee may assume performance by each of such parties absent written notice or actual knowledge of a Responsible Officer to the contrary, 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 or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic DocumentsAdministrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement; (gi) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any disclosure litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of the Certificateholder or any other PersonOwner, unless the Certificateholder or such other Person Owner has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for such act other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (hj) The notwithstanding any Person’s right to instruct the Owner Trustee, except as required by law or regulation, 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 be personally liable constitute a default or breach under any circumstances Basic Document; (k) in no event shall the Owner Trustee be liable for any damages in the nature of special, indirectpunitive, indirect or consequential losses or punitive damages, however styled, including, without limitation, lost profits; (i) The , or for any losses due to forces beyond the control of the Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or causedTrustee, directly or indirectlyincluding, by circumstances beyond its control (such acts include but are not limited to acts of Godwithout limitation, strikes, lockouts, riotswork stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, losses loss or malfunctions of utilities, communications or computer (hardware or softwaresoftware and hardware) or communications services); it being understood that services provided by unaffiliated third parties to the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstancesTrustee; (jl) The the Owner Trustee shall not be deemed to have knowledge or notice of any fact event or information, including any Default or Event of Default, or be required to act upon any event unless a Responsible Officer or information (including the sending of the Owner Trustee has actual knowledge thereof or any notice), unless written notice of such fact event or event information is received by a Responsible Officer and such notice references the fact event or event; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate information. Absent written notice in or otherwise act in connection accordance 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; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its partthis Section, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, assume that the no such event has occurred. The Owner Trustee shall have examined no obligation to inquire into, or investigate as to, the occurrence of any such certificates event (including any Default or opinions Event of counsel so as to determine compliance Default). For purposes of determining the same with the requirements of this Agreement; (m) To the fullest extent permitted by law Owner Trustee’s responsibility and notwithstanding anything liability hereunder, whenever reference is made in this Trust Agreement to any event (including, but not limited to, a Default or Event of Default), such reference shall be construed to refer only to such event of which the contrary, Owner Trustee has received written notice as described in this Section. Knowledge of the Owner Trustee shall not be personally liable for attributed or imputed to the acts Owner Trustee’s other roles in the transaction; (m) the Owner Trustee shall not be required to investigate any claims of an alleged breach by any Person of a representation or omissions warranty under any of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assetsBasic Documents; (n) The Owner Trustee is hereby authorized to rely upon and comply in connection with notices, instructions and directions sent by Electronic Methods by Persons believed by the duty of the Owner Trustee to enforce the obligations of JDCC under the Purchase Agreement pursuant to Section 3.02 of the Sale and Servicing Agreement, the Owner Trustee shall have no obligation to take any action or omit to take any action unless it is directed to do so by the Depositor and the Depositor shall have offered to the Owner Trustee security or indemnity satisfactory to it against the reasonable costs, expenses, disbursements and advances that might be authorized to give instructions incurred by it, its agents and directions on behalf of an instructing or directing Personits counsel in compliance with such direction; and (o) In no event shall the Owner Trustee have any responsibility to monitor compliance with or enforce compliance with the credit risk retention requirements for asset- backed securities or other rules or regulations relating to risk retention. The Owner Trustee shall have no duty not be charged with knowledge of such rules, nor shall it be liable to any Noteholder, Certificateholder, the Depositor, the Servicer or obligation any other Person for violation of such rules now or hereafter in effect. The Owner Trustee shall not be required to verify monitor, initiate or confirm that conduct any proceedings to enforce the obligations of the Trust, the Depositor, the Servicer or any other Person who sent such instructions with respect to any breach of representation or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, warranty under any transaction document and the Owner Trustee shall not have no liability for any losses, liabilities, costs or expenses incurred or sustained duty to conduct any investigation as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, occurrence of any condition requiring the risk repurchase or substitution of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse any Receivable by third partiesany Person pursuant to any transaction document.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Assets Estate upon the terms of the Basic Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except for (i) for its own willful misfeasance, bad faith, fraud misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee a Responsible Officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction or instructions of the Sponsor Administrator, the Depositor, the Indenture Trustee or the CertificateholderOwner; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any 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 or personally liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsor, Depositor or for the form, character, genuineness, sufficiency, accuracy, value or validity of any of the Owner Trust Assets, Estate or for or in respect of the validity or sufficiency of the Owner Trust Estate, the Basic Documents, the Certificates, other than the certificate of authentication on the Certificates, or any other related document supplied to the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder Noteholder, the Owner, the Depositor or to the Certificateholder or to any other Person, Person other than as expressly provided for herein or expressly agreed to and in the Basic Documents; (f) The the Owner Trustee shall not be responsible or personally liable for or in respect of the enforceability of the Certificates; (g) the Owner Trustee shall not be responsible or personally liable for recording this Agreement or any Basic Document, for preparing or filing any financing or continuation statement in any public office at any time or otherwise perfecting or maintaining the perfection of any ownership or security interest or lien or for preparing or filing any tax, qualification to do business or securities law filing or report; (h) the Owner Trustee shall not be liable for for, and shall have no duty to supervise or monitor, the default action or inaction, default, misconduct or negligence of the SponsorAdministrator, the Certificate RegistrarDepositor, the Certificate Paying Agent or the Indenture Trustee or the Servicer or any agent appointed by any of them under any of the Basic Documents or otherwiseotherwise and the Owner Trustee may assume performance by each of such parties absent written notice or actual knowledge of a Responsible Officer to the contrary, 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 or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic DocumentsAdministrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement; (gi) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any disclosure litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of the Certificateholder or any other PersonOwner, unless the Certificateholder or such other Person Owner has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for such act other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (hj) The notwithstanding any Person’s right to instruct the Owner Trustee, except as required by law or regulation, 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 be personally liable constitute a default or breach under any circumstances Basic Document; (k) in no event shall the Owner Trustee be liable for any damages in the nature of special, indirectpunitive, indirect or consequential losses or punitive damages, however styled, including, without limitation, lost profits; (i) The , or for any losses due to forces beyond the control of the Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or causedTrustee, directly or indirectlyincluding, by circumstances beyond its control (such acts include but are not limited to acts of Godwithout limitation, strikes, lockouts, riotswork stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, losses loss or malfunctions of utilities, communications or computer (hardware or softwaresoftware and hardware) or communications services); it being understood that services provided by unaffiliated third parties to the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstancesTrustee; (jl) The the Owner Trustee shall not be deemed to have knowledge or notice of any fact event or information, including any Default or Event of Default, or be required to act upon any event unless a Responsible Officer or information (including the sending of the Owner Trustee has actual knowledge thereof or any notice), unless written notice of such fact event or event information is received by a Responsible Officer and such notice references the fact event or event; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate information. Absent written notice in or otherwise act in connection accordance 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; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its partthis Section, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, assume that the no such event has occurred. The Owner Trustee shall have examined no obligation to inquire into, or investigate as to, the occurrence of any such certificates event (including any Default or opinions Event of counsel so as to determine compliance Default). For purposes of determining the same with the requirements of this Agreement; (m) To the fullest extent permitted by law Owner Trustee’s responsibility and notwithstanding anything liability hereunder, whenever reference is made in this Trust Agreement to any event (including, but not limited to, a Default or Event of Default), such reference shall be construed to refer only to such event of which the contrary, Owner Trustee has received written notice as described in this Section. Knowledge of the Owner Trustee shall not be personally liable for attributed or imputed to the acts Owner Trustee’s other roles in the transaction; (m) the Owner Trustee shall not be required to investigate any claims of an alleged breach by any Person of a representation or omissions warranty under any of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assetsBasic Documents; (n) The Owner Trustee is hereby authorized to rely upon and comply in connection with notices, instructions and directions sent by Electronic Methods by Persons believed by the duty of the Owner Trustee to enforce the obligations of JDCC under the Purchase Agreement pursuant to Section 3.02 of the Sale and Servicing Agreement, the Owner Trustee shall have no obligation to take any action or omit to take any action unless it is directed to do so by the Depositor and the Depositor shall have offered to the Owner Trustee security or indemnity satisfactory to it against the reasonable costs, expenses, disbursements and advances that might be authorized to give instructions incurred by it, its agents and directions on behalf of an instructing or directing Personits counsel in compliance with such direction; and (o) In no event shall the Owner Trustee have any responsibility to monitor compliance with or enforce compliance with the credit risk retention requirements for asset-backed securities or other rules or regulations relating to risk retention. The Owner Trustee shall have no duty not be charged with knowledge of such rules, nor shall it be liable to any Noteholder, Certificateholder, the Depositor, the Servicer or obligation any other Person for violation of such rules now or hereafter in effect. The Owner Trustee shall not be required to verify monitor, initiate or confirm that conduct any proceedings to enforce the obligations of the Trust, the Depositor, the Servicer or any other Person who sent such instructions with respect to any breach of representation or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, warranty under any transaction document and the Owner Trustee shall not have no liability for any losses, liabilities, costs or expenses incurred or sustained duty to conduct any investigation as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, occurrence of any condition requiring the risk repurchase or substitution of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse any Receivable by third partiesany Person pursuant to any transaction document.

Acceptance of Trusts and Duties. The Owner Trustee Bank accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee Bank also agrees to disburse all moneys actually received by it constituting part of the Trust Assets upon Estate in accordance with the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall Bank will not be answerable or accountable hereunder or under any other Basic Document under any circumstancescircumstances in its individual capacity, except (i) for its own willful misfeasancemisconduct, bad faithfaith or negligence, fraud or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made 7.03, (iii) for the failure by the Owner Trustee to perform obligations expressly undertaken by it in its individual capacitythe last sentence of subsection 6.03(a) or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation: (a) The Owner the Trustee shall Bank will not be personally liable for any error of judgment made in good faith by an officer or employee a Responsible Officer of the Owner TrusteeTrustee so long as the same will not constitute negligence, bad faith or willful misconduct; (b) The Owner the Trustee shall Bank will not be personally liable with respect to any action taken or omitted to be taken by it the Owner Trustee in good faith in accordance with the instructions of the Sponsor or the CertificateholderBeneficiary; (c) No no provision of this Agreement or any other Basic Transaction Document shall will require the Owner Trustee Bank to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document hereunder, if the Owner Trustee shall Bank 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 circumstance will the Owner Trustee Bank be personally liable for indebtedness evidenced by the accuracy or arising under performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Basic Documents, including the principal of and interest on the NotesTrust; (e) The Owner Trustee shall Bank will not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsor, for the form, character, genuineness, sufficiency, value Beneficiary or validity of any of the Trust Assets, or for or in with respect of the validity or sufficiency of the Basic Documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to agreement entered into by the Certificateholder or to any other Person, other than as expressly provided for herein or expressly agreed to in the Basic DocumentsTrust; (f) Under no circumstances will the Trustee Bank be responsible or liable for the action or inaction of the Beneficiary, nor will the Trustee Bank be responsible for monitoring the performance of the Beneficiary's duties hereunder or of any other Person acting for or on behalf of the Trust; (g) In no event will the Trustee Bank be personally liable for special, consequential or punitive damages unless such damages result from its willful misconduct or negligence, for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, for the acts or omissions of brokers or dealers, and for any losses due to forces beyond the control of the Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Owner Trustee shall Bank will have no responsibility for the accuracy of any information provided to the Beneficiary or any other Person that has been obtained from, or provided to the Trustee Bank by, any other Person; (h) The Trustee Bank will not be liable for the default or misconduct of the Sponsor, the Certificate Registrar, the Certificate Paying Agent or the Indenture Trustee under any of the Basic Transaction Documents or otherwise, and the Owner Trustee shall Bank will have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitorTransaction Documents, supervise or perform the obligations in each case that are required to be performed by any other Person pursuant to the Basic Documents;Indenture Trustee under the Indenture; and (gi) The Owner the Trustee shall Bank 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 other Basic DocumentAgreement, at the request, order or direction of the Certificateholder or any other PersonBeneficiary, unless the Certificateholder or such other Person Beneficiary has offered to the Owner Trustee reasonable Bank security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee Bank therein or thereby. The permissive right of the Owner Trustee Bank to perform any discretionary act enumerated in this Agreement or in any other Basic Transaction Document shall will not be construed as a duty, and the Owner Trustee shall Bank will not be answerable or personally liable to any Person for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. The Owner Each Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets Estate upon the terms of the Transaction Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Each Trustee shall not be answerable personally liable or accountable hereunder or under any other Basic Transaction Document under any circumstancescircumstances notwithstanding anything herein or in the Transaction Documents to the contrary, except (i) for its own willful misfeasancemisconduct, bad faithfaith or negligence, fraud or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee Citibank, N.A. or Citigroup Trust – Delaware, National Association, as applicable, in its individual capacity, (iii) for liabilities arising from the failure of such Trustee to perform obligations expressly undertaken by it in the fourth sentence of Section 6.4 or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by such Trustee. In particular, but not by way of limitationlimitation of the foregoing: (ai) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by an officer any of its officers or employee of employees unless it is proved that such persons were negligent in ascertaining the Owner Trusteepertinent facts; (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 Sponsor or the Certificateholder; (cii) No provision of this Agreement or any other 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 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 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 Sponsor, for the form, character, genuineness, sufficiency, value or validity of any of the Trust Assets, or for or in respect of the validity or sufficiency of the Basic Documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other Person, Person other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Certificate Registrar, the Certificate Paying Agent or the Indenture Trustee under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations required to be performed by any other Person pursuant to the Basic Documents; (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 Certificateholder or any other Person, unless the Certificateholder or such other Person has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Assets Estate upon the terms of the Basic Documents and this Agreement and the other Basic DocumentsAgreement. 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 misfeasancemisconduct, bad faith, fraud faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee a Responsible Officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Servicer or the any Certificateholder; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any 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 Sponsor, Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Assets, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other PersonCertificateholder, other than as expressly provided for herein or expressly agreed to and in the Basic Documents; (f) The the Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Certificate Registrar, the Certificate Paying Agent Trustee or the Indenture Trustee Servicer or the Depositor under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to insure compliance by the Servicer or the Depositor with any agreement to which it is a party or to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic Documents;Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement or the Depositor under this 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 other Basic Document, at the request, order or direction of any of the Certificateholder or any other PersonCertificateholders, unless the Certificateholder or such other Person has Certificateholders have offered to the Owner Trustee reasonable 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 enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and and, except as otherwise provided in the third sentence of this Section 7.1, the Owner Trustee shall not be answerable or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct Certificateholder in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Assets Estate upon the terms of the Related Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee Trust Company shall not be answerable or accountable hereunder or under any other Basic Related Document under any circumstances, except to the Trust, the Note Insurer and the Subordinated Certificateholders (i) for its own willful misfeasancemisconduct, bad faith, fraud faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 5.4 expressly made by the Owner Trustee in its individual capacityTrust Company. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The Owner Trustee the Trust Company shall not be liable for any error of judgment made in good faith by an officer or employee of the Owner Trusteejudgment; (b) The Owner Trustee the Trust Company shall not be liable with respect to any action taken or omitted to be taken by it the Trustee, the Certificate Paying Agent, or the Certificate Registrar in accordance with the instructions of the Sponsor Trustee, the Administrator, the Holder of the Special Interest, or the any Subordinated Certificateholder, instructions otherwise in accordance with this Agreement or any Related Document, or in reliance on any provision of this Agreement; (c) No no provision of this Agreement or any other Basic Related Document shall require the Owner Trustee Trust Company 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 Related Document if the Owner Trustee Trust Company 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 Trust Company be liable for the Subordinated Certificates or any amount due and owing thereon, any other interest in or indebtedness of the Trust, or indebtedness evidenced by or arising under any of the Basic Related Documents, including the principal of and interest on the Notes; (e) The Owner Trustee the Trust Company shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsorany other party hereto, or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Assets, Property or for or in respect of the validity or sufficiency of the Basic Related Documents, other than the certificate of authentication on the Subordinated Certificates, and the Owner Trustee Trust Company shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the any Subordinated Certificateholder or to any other Person, other than as expressly provided for herein or expressly agreed to in the Basic Documentsherein; (f) The Owner Trustee the Trust Company shall not be liable for the default or misconduct of the Sponsor, Trustee or Holder of the Certificate Registrar, Special Interest or the Certificate Depositors or the Administrator or the Holders or the Registrar (if not the Trustee) or the Paying Agent or (if not the Indenture Trustee Trustee) under any of the Basic Related Documents or otherwise, otherwise and the Owner Trustee Trust Company shall have no obligation or liability to monitor or insure compliance by the Trustee or the Holder of the Special Interest or the Depositors or the Administrator or the Holders or the Registrar (if not the Trustee) or the Paying Agent (if not the Trustee) with any agreement to which it is a party or to perform the obligations of the Trust under this Agreement or the other Basic Related Documents or to monitor, supervise or perform the obligations that are not expressly required to be performed by any other Person pursuant to the Basic Documents;Trustee under this Agreement; and (g) The Owner Trustee the Trustee, Certificate Paying Agent, Collateral Agent, Note Registrar, Note Paying Agent and Certificate Registrar shall be under no obligation to exercise any of the rights or powers vested in it by this AgreementAgreement or any Related Document, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Related Document, at the request, order or direction of any of the Certificateholder Administrator, the Subordinated Certificateholders or any other PersonNoteholders or otherwise, unless the Certificateholder such Administrator, Subordinated Certificateholders or such other Person has Noteholders have offered to the Owner Trustee reasonable Trustee, Collateral Agent, Note Registrar or Note Paying Agent 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 Trustee, the Certificate Paying Agent, Collateral Agent, Note Registrar, Note Paying Agent or the Certificate Registrar to perform any discretionary act enumerated in this Agreement or in any other Basic Related Document shall not be construed as a duty, and, except as otherwise provided in Section 5.9 (i) and (ii), the Owner Trustee Trust Company shall not be answerable or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Assets Estate upon the terms of the Basic Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except for (i) for its own willful misfeasance, bad faith, fraud misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee a Responsible Officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction or instructions of the Sponsor Administrator, the Depositor, the Indenture Trustee or the CertificateholderOwner; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any 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 or personally liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsor, Depositor or for the form, character, genuineness, sufficiency, accuracy, value or validity of any of the Owner Trust Assets, Estate or for or in respect of the validity or sufficiency of the Owner Trust Estate, the Basic Documents, the Certificates, other than the certificate of authentication on the Certificates, or any other related document supplied to the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder Noteholder, the Owner, the Depositor or to the Certificateholder or to any other Person, Person other than as expressly provided for herein or expressly agreed to and in the Basic Documents; (f) The the Owner Trustee shall not be responsible or personally liable for or in respect of the enforceability of the Certificates; (g) the Owner Trustee shall not be responsible or personally liable for recording this Agreement or any Basic Document, for preparing or filing any financing or continuation statement in any public office at any time or otherwise perfecting or maintaining the perfection of any ownership or security interest or lien or for preparing or filing any tax, qualification to do business or securities law filing or report; (h) the Owner Trustee shall not be liable for for, and shall have no duty to supervise or monitor, the default action or inaction, default, misconduct or negligence of the SponsorAdministrator, the Certificate RegistrarDepositor, the Certificate Paying Agent or the Indenture Trustee or the Servicer or any agent appointed by any of them under any of the Basic Documents or otherwiseotherwise and the Owner Trustee may assume performance by each of such parties absent written notice or actual knowledge of a Responsible Officer to the contrary, 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 or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic DocumentsAdministrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement; (gi) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any disclosure litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of the Certificateholder or any other PersonOwner, unless the Certificateholder or such other Person Owner has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for such act other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (hj) The notwithstanding any Person’s right to instruct the Owner Trustee, except as required by law or regulation, 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 be personally liable constitute a default or breach under any circumstances Basic Document; (k) in no event shall the Owner Trustee be liable for any damages in the nature of special, indirectpunitive, indirect or consequential losses or punitive damages, however styled, including, without limitation, lost profits; (i) The , or for any losses due to forces beyond the control of the Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or causedTrustee, directly or indirectlyincluding, by circumstances beyond its control (such acts include but are not limited to acts of Godwithout limitation, strikes, lockouts, riotswork stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, losses loss or malfunctions of utilities, communications or computer (hardware or softwaresoftware and hardware) or communications services); it being understood that services provided by unaffiliated third parties to the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstancesTrustee; (jl) The the Owner Trustee shall not be deemed to have knowledge or notice of any fact event or information, including any Default or Event of Default, or be required to act upon any event unless a Responsible Officer or information (including the sending of the Owner Trustee has actual knowledge thereof or any notice), unless written notice of such fact event or event information is received by a Responsible Officer and such notice references the fact event or event; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate information. Absent written notice in or otherwise act in connection accordance 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; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its partthis Section, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, assume that the no such event has occurred. The Owner Trustee shall have examined no obligation to inquire into, or investigate as to, the occurrence of any such certificates event (including any Default or opinions Event of counsel so as to determine compliance Default). For purposes of determining the same with the requirements of this Agreement; (m) To the fullest extent permitted by law Owner Trustee’s responsibility and notwithstanding anything liability hereunder, whenever reference is made in this Trust Agreement to any event (including, but not limited to, a Default or Event of Default), such reference shall be construed to refer only to such event of which the contrary, Owner Trustee has received written notice as described in this Section. Knowledge of the Owner Trustee shall not be personally liable for attributed or imputed to the acts Owner Trustee’s other roles in the transaction; (m) the Owner Trustee shall not be required to investigate any claims of an alleged breach by any Person of a representation or omissions warranty under any of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets;Basic Documents; and (n) The Owner Trustee is hereby authorized to rely upon and comply in connection with notices, instructions and directions sent by Electronic Methods by Persons believed by the duty of the Owner Trustee to be authorized enforce the obligations of JDCC under the Purchase Agreement pursuant to give instructions Section 3.02 of the Sale and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions isServicing Agreement, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for obligation to take any losses, liabilities, costs action or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods omit to submit notices, instructions take any action unless it is directed to do so by the Depositor and directions the Depositor shall have offered to the Owner TrusteeTrustee security or indemnity satisfactory to it against the reasonable costs, includingexpenses, without limitationdisbursements and advances that might be incurred by it, the risk of the Owner Trustee taking unauthorized instructions, its agents and the risk of interception and misuse by third partiesits counsel in compliance with such direction.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Assets Estate upon the terms of the Basic Documents and this Agreement and the other Basic DocumentsAgreement. 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 misfeasance[malfeasance, bad faith, fraud faith or gross] negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation: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 an officer or employee a Trust Officer of the Owner Trustee; (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Administrator or the Certificateholderany Owner; (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 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 Sponsor, Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust AssetsEstate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to the Certificateholder or to any other PersonOwner, other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The Owner Trustee shall not be liable for the default or misconduct of the SponsorAdministrator, the Certificate RegistrarSeller or Depositor, the Certificate Paying Agent or Company, the Indenture Trustee or the Master Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic Documents;Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or the Seller or Depositor under the Master 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 any of the Certificateholder or any other PersonOwners, unless the Certificateholder or such other Person has Owners have offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence[willful malfeasance, bad faith or willful misconduct gross negligence] in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Assets Estate upon the terms of the Basic Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except for (i) for its own willful misfeasance, bad faith, fraud misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee a Responsible Officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Administrator, the Depositor, the Indenture Trustee or the CertificateholderOwner; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The the Owner Trustee shall not be responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsor, Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Assets, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Certificate, or any other related document supplied to the Owner Trustee and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to the Certificateholder or to any other PersonOwner, other than as expressly provided for herein or expressly agreed to and in the Basic Documents; (f) The the Owner Trustee shall not be liable for for, and shall have no duty to supervise or monitor, the default action or inaction, default, misconduct or negligence of the SponsorAdministrator, the Certificate RegistrarDepositor, the Certificate Paying Agent or the Indenture Trustee or the Servicer or any agent appointed by any of them 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 other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic DocumentsAdministrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement; (g) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any disclosure 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 Certificateholder or any other PersonOwner, unless the Certificateholder or such other Person Owner has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for such act other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) The notwithstanding any Person’s right to instruct the Owner Trustee, except as required by law or regulation, 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 be personally liable constitute a default or breach under any circumstances Basic Document; (i) in no event shall the Owner Trustee be liable for any damages in the nature of special, indirectpunitive, indirect or consequential losses or punitive damages, however styled, including, without limitation, lost profits; (i) The , or for any losses due to forces beyond the control of the Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or causedTrustee, directly or indirectlyincluding, by circumstances beyond its control (such acts include but are not limited to acts of Godwithout limitation, strikes, lockouts, riotswork stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, losses loss or malfunctions of utilities, communications or computer (hardware or softwaresoftware and hardware) or communications services); it being understood that services provided by unaffiliated third parties to the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstancesTrustee; (j) The the Owner Trustee shall not be deemed to have knowledge or notice of any fact event or information, including any Default or Event of Default, or be required to act upon any event unless a Responsible Officer or information (including the sending of the Owner Trustee has actual knowledge thereof or any notice), unless written notice of such fact event or event information is received by a Responsible Officer and such notice references the fact event or event; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate information. Absent written notice in or otherwise act in connection accordance 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; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its partthis Section, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, assume that the no such event has occurred. The Owner Trustee shall have examined no obligation to inquire into, or investigate as to, the occurrence of any such certificates event (including any Default or opinions Event of counsel so as to determine compliance Default). For purposes of determining the same with the requirements of this Agreement; (m) To the fullest extent permitted by law Owner Trustee’s responsibility and notwithstanding anything liability hereunder, whenever reference is made in this Trust Agreement to any event (including, but not limited to, a Default or Event of Default), such reference shall be construed to refer only to such event of which the contrary, Owner Trustee has received written notice as described in this Section. Knowledge of the Owner Trustee shall not be personally liable for attributed or imputed to the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which Owner Trustee’s other roles in the Trust holds securities or assets;transaction; and (nk) The Owner Trustee is hereby authorized to rely upon and comply in connection with notices, instructions and directions sent by Electronic Methods by Persons believed by the duty of the Owner Trustee to be authorized enforce the obligations of JDCC under the Purchase Agreement pursuant to give instructions Section 3.02 of the Sale and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions isServicing Agreement, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for obligation to take any losses, liabilities, costs action or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods omit to submit notices, instructions take any action unless it is directed to do so by the Depositor and directions the Depositor shall have offered to the Owner TrusteeTrustee security or indemnity satisfactory to it against the reasonable costs, includingexpenses, without limitationdisbursements and advances that might be incurred by it, the risk of the Owner Trustee taking unauthorized instructions, its agents and the risk of interception and misuse by third partiesits counsel in compliance with such direction.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic Transaction Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Assets Estate upon the terms of the Transaction Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misfeasance, bad faith, fraud misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an a responsible officer or employee of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Administrator or the CertificateholderOwners; (c) No no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes; (e) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsor, Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Assets, Estate or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the certificate of authentication on the Residual Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to the Certificateholder or to any other PersonOwner, other than as expressly provided for herein or expressly agreed to and in the Basic Transaction Documents; (f) The the Owner Trustee shall not be liable for the default or misconduct of the SponsorAdministrator, the Certificate RegistrarSeller, the Certificate Paying Agent Company, the Indenture Trustee, the Master Servicer or the Indenture Trustee Servicer under any of the Basic Transaction Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations required to be performed by any other Person pursuant to the Basic Documents;shall (g) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Transaction Document, at the request, order or direction of any of the Certificateholder or any other PersonOwners, unless the Certificateholder or such other Person has Owners have offered to the Owner Trustee reasonable 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 enumerated in this Agreement or in any other Basic Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable or personally liable to any Person for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates be liable for its negligence or opinions of counsel so as to determine compliance willful misconduct in the event that it assumes the duties and obligations of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Co-Owner Trustee shall not be personally liable for under the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized Sale and Servicing Agreement pursuant to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third partiesSection 10.5 hereof.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Assets Estate upon the terms of the Basic Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except for (i) for its own willful misfeasance, bad faith, fraud misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (ai) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an a responsible officer or employee of the Owner Trustee; (bii) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Administrator, the Depositor, the Indenture Trustee or the CertificateholderOwner; (ciii) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (div) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (ev) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsor, Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Assets, 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 duty, or obligation to any Noteholder or to the Certificateholder or to any other PersonOwner, other than as expressly provided for herein or expressly agreed to and in the Basic Documents; (fvi) The the Owner Trustee shall not be liable for the default or misconduct of the SponsorAdministrator, the Certificate Registrar, the Certificate Paying Agent or the Indenture Trustee or the Servicer under any of the Basic Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic DocumentsAdministrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement; (gvii) The the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any disclosure litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of the Certificateholder or any other PersonOwner, unless the Certificateholder or such other Person Owner has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act;; and (hviii) The notwithstanding any Person’s right to instruct the Owner Trustee, except as required by law or regulation, 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 S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or the rules and regulations promulgated thereunder, and the refusal to comply with any such instructions shall not be personally liable constitute a default or breach under any circumstances Basic Document. (ix) in no event shall the Owner Trustee be liable for any damages in the nature of special, indirect, indirect or consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable , or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result losses due to forces beyond the control of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided by unaffiliated third parties to the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third partiesTrustee.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic Transaction Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Assets Estate upon the terms of the Transaction Documents and this Agreement and the other Basic DocumentsAgreement. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misfeasance, bad faith, fraud misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an a responsible officer or employee of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Administrator or the CertificateholderOwners; (c) No no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Transaction Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) Under under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Transaction Documents, including the principal of and interest on the Notes; (e) The the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsor, Depositor or the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Assets, Estate or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to the Certificateholder or to any other PersonOwner, other than as expressly provided for herein or expressly agreed to and in the Basic Transaction Documents; (f) The the Owner Trustee shall not be liable for the default or misconduct of the SponsorAdministrator, the Certificate RegistrarSeller, the Certificate Paying Agent Company, the Indenture Trustee, the Master Servicer or the Indenture Trustee Servicer under any of the Basic Transaction Documents or otherwise, otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations required to be performed by any other Person pursuant to the Basic Documents; (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 Certificateholder or any other Person, unless the Certificateholder or such other Person has offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.shall

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic Documents. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Assets Estate upon the terms of the Basic Documents and this Agreement and the other Basic DocumentsAgreement. 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 misfeasance, bad faith, fraud misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee in its individual capacity. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an a responsible officer or employee of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Administrator or the CertificateholderCertificateholders; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any 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 Sponsor, Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Assets, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Residual Interest Instruments, and the Owner Trustee shall in no event assume or incur any liability, duty duty, or obligation to any Noteholder or to the Certificateholder or to any other PersonCertificateholder, other than as expressly provided for herein or expressly agreed to and in the Basic Documents; (f) The the Owner Trustee shall not be liable for the default or misconduct of the SponsorAdministrator, the Certificate RegistrarSeller, the Certificate Paying Agent Depositor, the Indenture Trustee, the General Partner or the Indenture Trustee 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 other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic Documents;Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer 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 other Basic Document, at the request, order or direction of any of the Certificateholder or any other PersonCertificateholders, unless the Certificateholder or such other Person has Certificateholders have offered to the Owner Trustee reasonable 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 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 or personally liable to any Person for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates be liable for its negligence or opinions of counsel so as to determine compliance willful misconduct in the event that it assumes the duties and obligations of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Co-Owner Trustee shall not be personally liable for under the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized Sale and Servicing Agreement pursuant to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third partiesSection 10.5.

Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts ▇▇▇▇▇▇ hereby created and agrees to perform its express duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic DocumentsAgreement. The Owner Trustee also agrees to disburse all moneys monies actually received by it constituting part of the Trust Assets Estate upon the terms of this Agreement and the other Basic Documents. 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 misfeasance, bad faith, fraud misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee in its individual capacityTrustee. In particular, but not by way of limitation:limitation (and subject to the exceptions set forth in the preceding sentence): (a) The the Owner Trustee shall not be liable for any error of judgment made in good faith by an officer or employee a Responsible Officer of the Owner Trustee; (b) The the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Sponsor Administrator, the Instructing Party or the Certificateholderany Owner; (c) No no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document 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 NotesNotes or 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 Sponsor, Depositor or the Insurer or for the form, character, genuineness, sufficiency, value or validity of any of the Trust AssetsEstate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Certificateholder or to any other PersonOwner, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) The the Owner Trustee shall not be liable for the default or misconduct of the SponsorAdministrator, WFSRC, as Seller or Depositor, the Certificate RegistrarInsurer, the Certificate Paying Agent or the Indenture Trustee or the Master 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 Owner Trustee or the Trust under this Agreement or the other Basic Documents or to monitor, supervise or perform the obligations that are required to be performed by any other Person pursuant to the Basic Documents;Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer or WFSRC, as Seller or 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 other Basic Document, at the request, order or direction of the Certificateholder or any other PersonInstructing Party, unless the Certificateholder or such other Person Instructing Party has offered to the Owner Trustee reasonable 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 ; 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 or personally liable to any Person for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be personally liable under any circumstances for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; (i) The Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances; (j) 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; (k) It shall be the Sponsor’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Sponsor and to comply with any reasonable request made by the Sponsor for the delivery of information or documents to the Sponsor in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. In the absence of alternate direction from the Certificateholder, the Owner Trustee may, in conjunction with the Sponsor, or, in the absence of action by the Sponsor, on the advice of counsel, take such action with respect to any litigation or proceeding against the Trust as the Sponsor determines is necessary or, in the absence of action by the Sponsor, as the Owner Trustee shall reasonably determine on the basis of advice of counsel, including defense of such litigation or proceeding to the extent that the Owner Trustee reasonably determines that the indemnity provided by Section 8.02 is sufficient to pay the costs of such defense; (l) In the absence of willful misfeasance, bad faith, fraud or negligence on its part, the Owner Trustee may conclusively rely upon certificates or opinions of counsel furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truthfulness of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions of counsel so as to determine compliance of the same with the requirements of this Agreement; (m) To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which the Trust holds securities or assets; (n) The Owner Trustee is hereby authorized to rely upon and comply with notices, instructions and directions sent by Electronic Methods by Persons believed by the Owner Trustee to be authorized to give instructions and directions on behalf of an instructing or directing Person; and (o) The Owner Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, authorized to give instructions or directions on behalf of an instructing or directing Person, and the Owner Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained as a result of such reliance upon or use of Electronic Methods to submit notices, instructions and directions to the Owner Trustee, including, without limitation, the risk of the Owner Trustee taking unauthorized instructions, and the risk of interception and misuse by third parties.