Common use of Acceptance of Trusts and Duties Clause in Contracts

Acceptance of Trusts and Duties. Each of the Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the Delaware Trustee shall be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad 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 or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Trustee shall be liable for any error of judgment made in good faith by the Owner Trustee or the Delaware Trustee; (b) neither the Owner Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or any Certificateholder or Certificateholders; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee or the Delaware 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 or the Delaware Trustee be liable for indebtedness evidenced by or arising under any Basic Document, including the principal of and interest on the Notes or the Trust Certificates; (e) neither the Owner Trustee nor the Delaware Trustee shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for in the Basic Documents; (f) neither the Owner Trustee nor the Delaware Trustee shall be liable for the default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or the Servicer under any Basic Document or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any obligation or liability to perform the obligations of the Issuer under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person under any of the Basic Documents; (g) neither the Owner Trustee nor the Delaware Trustee shall be under 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 Certificateholders, unless such Certificateholders have offered to the Owner Trustee or the Delaware Trustee, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, therein or thereby; the right of the Owner Trustee and the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) in no event shall the Owner Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit).

Acceptance of Trusts and Duties. Each of the Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the Delaware Trustee shall be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad 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 or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Trustee shall be liable for any error of judgment made in good faith by the Owner Trustee or the Delaware Trustee; (b) neither the Owner Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or any Certificateholder or Certificateholders; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee or the Delaware 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 or the Delaware Trustee be liable for indebtedness evidenced by or arising under any Basic Document, including the principal of and interest on the Notes or the Trust Certificates; (e) neither the Owner Trustee nor the Delaware Trustee shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for in the Basic Documents; (f) neither the Owner Trustee nor the Delaware Trustee shall be liable for the default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or the Servicer under any Basic Document or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any obligation or liability to perform the obligations of the Issuer under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person under any of the Basic Documents; (g) neither the Owner Trustee nor the Delaware Trustee shall be under 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 Certificateholders, unless such Certificateholders have offered to the Owner Trustee or the Delaware Trustee, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, therein or thereby; the right of the Owner Trustee and the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) in no event shall the Owner Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and; (i) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit); and (j) it shall be the Depositor’s duty and not the Owner Trustee’s or Delaware Trustee’s duty or responsibility to cause the Issuer to comply with, respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other similar proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business. In the event that the Owner Trustee or the Delaware Trustee received any notice of such proceeding or inquiry, the Owner Trustee or the Delaware Trustee, as the case may be, shall promptly give such notice to the Depositor and the Certificateholders. The Owner Trustee and the Delaware Trustee hereby agree to cooperate and to comply with any reasonable request made by the Depositor and the Certificateholders or their respective designees for the delivery of information or documents to such party in the Owner Trustee’s or Delaware Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other similar proceeding or inquiry.

Acceptance of Trusts and Duties. Each of the Owner Eligible Lender Trustee and the Delaware Trustee accepts the trusts hereby created and each of them agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Eligible Lender Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or 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 Eligible Lender Trustee or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be liable for any error of judgment judgment, except for such error resulting from willful misconduct or negligence as set forth in the preceding paragraph, made in good faith by an Authorized Officer of the Owner Eligible Lender Trustee or the Delaware Trustee; (b) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken by it in accordance with the direction or instructions of the Administrator Administrator, the Depositor or any Certificateholder or Certificateholdersthe Excess Distribution Certificateholder; (c) no provision of this Agreement or any other Basic Document shall require the Owner Eligible Lender Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Eligible Lender Trustee or the Delaware 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 Eligible Lender Trustee or the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or the Trust CertificatesNotes; (e) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than (in the case of the Eligible Lender Trustee) the certificate of authentication on the Trust CertificatesExcess Distribution Certificate, and neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall in any event assume or incur any liability, duty duty, or obligation to any Noteholder or to any the Excess Distribution Certificateholder, other than as expressly provided for herein and in the other Basic Documents; (f) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be liable for the action or inaction, default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or Trustee, the Servicer under any of the other Basic Document Documents or otherwise, and neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall have any obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person under any of the Basic DocumentsAgreement; (g) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be under 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 Agreement, any other Basic Document, at the request, order or direction of any of the CertificateholdersDepositor or the Excess Distribution Certificateholder, unless the Depositor or such Certificateholders have holder has offered to the Owner Eligible Lender Trustee or the Delaware Trustee, as applicablethe case may be, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Eligible Lender Trustee or the Delaware Trustee, as applicablethe case may be, therein or thereby; the . The right of the Owner Eligible Lender Trustee and or the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be answerable for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) in no event shall the Owner Eligible Lender Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeureforces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the Owner Eligible Lender Trustee or the Delaware Trustee, as applicable, Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance of their respective obligations as soon as practicable under the circumstances; and (i) in no event shall the Owner Eligible Lender Trustee or the Delaware Trustee be responsible or liable for any special, indirect, punitive indirect or consequential loss or damage (including, but not limited to, of any kind whatsoever irrespective of whether the Eligible Lender Trustee or the Delaware Trustee has been advised of the likelihood of such loss or damage and regardless of profit)the form of action.

Acceptance of Trusts and Duties. Each of the Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Each of the Owner Trustee and the Delaware Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the Delaware Trustee shall be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad 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 or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Trustee shall be liable for any error of judgment made in good faith by the Owner Trustee or the Delaware Trustee; (b) neither the Owner Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or any Certificateholder Owner or CertificateholdersOwners; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee or the Delaware 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 or the Delaware Trustee be liable for indebtedness evidenced by or arising under any Basic Document, including the principal of and interest on the Notes or the Trust Certificates; (e) neither the Owner Trustee nor the Delaware Trustee shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any event assume or incur any liability, duty or obligation to any Noteholder or to any CertificateholderOwner, other than as expressly provided for in the Basic Documents; (f) neither the Owner Trustee nor the Delaware Trustee shall be liable for the default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or the Servicer under any Basic Document or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any obligation or liability to perform the obligations of the Issuer under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person under any of the Basic Documents; (g) neither the Owner Trustee nor the Delaware Trustee shall be under 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 CertificateholdersOwners, unless such Certificateholders Owners have offered to the Owner Trustee or and the Delaware Trustee, as applicable, Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or and the Delaware Trustee, as applicable, Trustee therein or thereby; the right of the Owner Trustee and the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act;; and (h) in no event shall the Owner Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeureforces beyond its control, including, without limitation strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit).

Acceptance of Trusts and Duties. Each of the Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Each of the Owner Trustee and the Delaware Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the Delaware Trustee shall be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad 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 or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Trustee shall be liable for any error of judgment made in good faith by the Owner Trustee or the Delaware Trustee; (b) neither the Owner Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or any Certificateholder Owner or CertificateholdersOwners; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee or the Delaware 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 or the Delaware Trustee be liable for indebtedness evidenced by or arising under any Basic Document, including the principal of and interest on the Notes or the Trust Certificates; (e) neither the Owner Trustee nor the Delaware Trustee shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any event assume or incur any liability, duty or obligation to any Noteholder or to any CertificateholderOwner, other than as expressly provided for in the Basic Documents; (f) neither the Owner Trustee nor the Delaware Trustee shall be liable for the default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or the Servicer under any Basic Document or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any obligation or liability to perform the obligations of the Issuer under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person under any of the Basic Documents;; and (g) neither the Owner Trustee nor the Delaware Trustee shall be under 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 CertificateholdersOwners, unless such Certificateholders Owners have offered to the Owner Trustee or and the Delaware Trustee, as applicable, Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or and the Delaware Trustee, as applicable, Trustee therein or thereby; the right of the Owner Trustee and the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) in no event shall the Owner Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit).

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic Documents. The Trust Agent agrees to perform its duties hereunder upon the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the Trust Agent shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Owner Trustee or the Trust Agent and, in the absence of bad faith on the part of the Owner Trustee or the Trust Agent, as applicable, the Owner Trustee and the Trust Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Owner Trustee or the Trust Agent and conforming to the requirements of this Agreement. The Each of the Owner Trustee also and the Trust Agent agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or 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 or the Delaware TrusteeTrust Agent, as applicablethe case may be. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee or the Delaware TrusteeTrust Agent, respectively; (b) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with this Agreement, the instructions Basic Documents or the written direction of the Administrator or any Certificateholder or CertificateholdersOwner; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Trustee Trust Agent 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 or the Delaware Trustee Trust Agent 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 or the Delaware Trustee Trust Agent be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or the Trust CertificatesNotes; (e) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust CertificatesResidual Interest Instruments, and neither the Owner Trustee nor the Delaware Trustee Trust Agent shall in any event assume or incur any liability, duty or obligation to any Noteholder or to any CertificateholderOwner, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be liable for the default or misconduct of the Administrator, the SellerDepositor, the DepositorInsurer, the Indenture Trustee or the Servicer under any of the Basic Document Documents or otherwise, otherwise and neither the Owner Trustee nor the Delaware Trustee Trust Agent shall have any obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller Depositor under the Sale and Servicing Agreement or any other Person under any of the Basic DocumentsAgreement; (g) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be under 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 CertificateholdersOwners, unless such Certificateholders Owners have offered to the Owner Trustee or the Delaware TrusteeTrust Agent, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware TrusteeTrust Agent, as applicable, therein or thereby; the right of the Owner Trustee and the Delaware Trustee Trust Agent to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be answerable for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) anything in this Agreement to the contrary notwithstanding, in no event shall the Owner Trustee or the Delaware Trustee Trust Agent be responsible or liable for special, indirect or consequential loss or damage of any failure kind whatsoever (including but not limited to lost profit), even if the Owner Trustee or delay in Trust Agent has been advised of the performance likelihood of its obligations hereunder arising out such loss or damage and regardless of the form of action; (i) neither the Owner Trustee nor the Trust Agent shall be required to take notice or caused bybe deemed to have notice or knowledge of any default, directly any Event of Default or indirectly, by Force Majeure; it being understood that Servicer Default under any of the Basic Documents unless a Responsible Officer of the Owner Trustee or the Delaware TrusteeTrust Agent, respectively, shall have received written notice thereof. In the absence of receipt of such notice, the Owner Trustee and Trust Agent may conclusively assume that there is no default, Event of Default or Servicer Default; (j) [RESERVED]. (k) each of the Owner Trustee and the Trust Agent may rely and shall be protected in acting or refraining from acting upon any resolution, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (l) each of the Owner Trustee and the Trust Agent may consult with counsel and any advice or opinion of counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; (m) neither the Owner Trustee nor the Trust Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Administrator or Owners; provided, however, that if the payment within a reasonable time to the Owner Trustee or Trust Agent, as applicable, shall use reasonable efforts which are consistent with accepted practices of the costs, expenses or liabilities likely to be incurred by it in the banking industry making of such investigation is, in the opinion of the Owner Trustee or Trust Agent, as applicable, not reasonably assured to resume performance it by the security afforded to them by the terms of this Agreement, the Owner Trustee or Trust Agent, as soon applicable, may require reasonable indemnity against such cost, expense or liability as practicable under a condition to taking any such action; (n) neither the circumstancesOwner Trustee nor the Trust Agent shall be required to give any bond or surety in respect of the execution of the Trust created hereby or the powers granted hereunder; and (io) in no event shall each of the Owner Trustee and Trust Agent may execute any of their respective trusts or powers hereunder or perform any of their respective duties hereunder either directly or by or through agents, attorneys or custodians, and neither the Owner Trustee nor the Trust Agent shall be responsible for any misconduct or liable for specialnegligence on the part of any such agent, indirectattorney or custodian appointed by the Owner Trustee or Trust Agent, punitive or consequential loss or damage (includingas applicable, but not limited to, loss of profit)with due care.

Acceptance of Trusts and Duties. Each of the Owner Eligible Lender Trustee and the Delaware Trustee accepts the trusts hereby created and each of them agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Eligible Lender Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or 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 Eligible Lender Trustee or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be liable for any error of judgment made in good faith by an Authorized Officer of the Owner Eligible Lender Trustee or the Delaware Trustee; (b) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken by it in accordance with the direction or instructions of the Administrator Administrator, the Depositor or any Certificateholder or Certificateholdersthe Excess Distribution Certificateholder; (c) no provision of this Agreement or any other Basic Document shall require the Owner Eligible Lender Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Eligible Lender Trustee or the Delaware 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 Eligible Lender Trustee or the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or the Trust CertificatesNotes; (e) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than (in the case of the Eligible Lender Trustee) the certificate of authentication on the Trust CertificatesExcess Distribution Certificate, and neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall in any event assume or incur any liability, duty duty, or obligation to any Noteholder or to any the Excess Distribution Certificateholder, other than as expressly provided for herein and in the other Basic Documents; (f) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be liable for the action or inaction, default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or Trustee, the Servicer under any of the other Basic Document Documents or otherwise, and neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall have any obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person under any of the Basic DocumentsAgreement; (g) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be under 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 Agreement, any other Basic Document, at the request, order or direction of any of the CertificateholdersDepositor or the Excess Distribution Certificateholder, unless the Depositor or such Certificateholders have holder has offered to the Owner Eligible Lender Trustee or the Delaware Trustee, as applicablethe case may be, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Eligible Lender Trustee or the Delaware Trustee, as applicablethe case may be, therein or thereby; the . The right of the Owner Eligible Lender Trustee and or the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be answerable for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act;; and (h) in no event shall the Owner Eligible Lender Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeureforces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the Owner Eligible Lender Trustee or the Delaware Trustee, as applicable, Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit).

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic DocumentsAgreement. Neither the The Owner Trustee nor the Delaware Trustee shall not be answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee or the Delaware Trustee, as applicablein its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (ai) neither the Owner Trustee nor the Delaware Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee or unless it is proved that the Delaware TrusteeOwner Trustee was negligent in ascertaining the pertinent facts; (bii) neither the Owner Trustee nor the Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the provisions of this Agreement at the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or any Certificateholder or Certificateholdersthe Servicer; (ciii) no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee or the Delaware Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder or under any other Basic Transaction Document if the Owner Trustee or the Delaware Trustee shall have reasonable grounds for believing to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (div) under no circumstances shall the Owner Trustee or the Delaware Trustee shall not be liable for any indebtedness evidenced by or arising under any Basic Documentof the Transaction Documents, including the principal of and interest on the Notes or payments of Excess Collections to the Trust CertificatesCertificateholders; (ev) neither the Owner Trustee nor the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic other Transaction Documents, other than the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the Basic other Transaction Documents; (fvi) neither the Owner Trustee nor the Delaware Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Seller, the Depositor, Depositor or the Indenture Trustee or the Servicer under any Basic Document of the Transaction Documents or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any no obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Transaction Documents 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 the Indenture Trustee under any of the Basic DocumentsIndenture; (gvii) neither the Owner Trustee nor the Delaware Trustee shall be under any 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 Certificateholders, unless such Certificateholders have offered to the Owner Trustee or the Delaware Trustee, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, therein or thereby; ; (viii) the right of the Owner Trustee and the Delaware 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 neither the Owner Trustee nor the Delaware Trustee shall not be answerable for other than for its gross negligencewillful misconduct, bad faith or willful misconduct negligence in the performance of any such act; (h) in no event shall the Owner Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (iix) in no event shall the Owner Trustee be responsible or personally liable (A) for special, indirectconsequential or punitive damages, punitive (B) for the acts or consequential omissions of clearing agencies or securities depositories or any of their respective nominees or correspondents, (C) for acts or omissions of brokers or dealers or (D) for any losses due to forces beyond the control of the Owner Trustee, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or damage malfunctions of utilities, communications or computer (includingsoftware and hardware) services provided by third parties selected by the Owner Trustee with reasonable care; (x) the Owner Trustee shall have no responsibility for the accuracy of any information provided to Certificateholders or any other person that has been obtained from, but or provided to the Owner Trustee by, any other Person; and (xi) the Owner Trustee shall not limited to, loss be liable for any failure to anticipate incurring Expenses (as defined in Section 8.2) as long as the Owner Trustee acts in good faith based on the facts reasonably available to it at the time of profit)such determination.

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic DocumentsAgreement. Neither the The Owner Trustee nor the Delaware Trustee shall not be answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee or the Delaware Trustee, as applicablein its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (ai) neither the Owner Trustee nor the Delaware Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee or unless it is proved that the Delaware TrusteeOwner Trustee was negligent in ascertaining the pertinent facts; (bii) neither the Owner Trustee nor the Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the provisions of this Agreement at the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or any Certificateholder or Certificateholdersthe Servicer; (ciii) no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee or the Delaware Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder or under any other Basic Transaction Document if the Owner Trustee or the Delaware Trustee shall have reasonable grounds for believing to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (div) under no circumstances shall the Owner Trustee or the Delaware Trustee shall not be liable for any indebtedness evidenced by or arising under any Basic Documentof the Transaction Documents, including the principal of and interest on the Notes or payments of Excess Collections to the Trust CertificatesCertificateholders; (ev) neither the Owner Trustee nor the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic other Transaction Documents, other than the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the Basic other Transaction Documents; (fvi) neither the Owner Trustee nor the Delaware Trustee shall not be liable for the default or misconduct of the Servicer, the Backup Servicer, the Administrator, the Seller, the Depositor, Depositor or the Indenture Trustee or the Servicer under any Basic Document of the Transaction Documents or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any no obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Transaction Documents 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 Backup Servicer under the Sale and Servicing Agreement or any other Person the Indenture Trustee under any of the Basic DocumentsIndenture; (gvii) neither the Owner Trustee nor the Delaware Trustee shall be under any 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 Certificateholders, unless such Certificateholders have offered to the Owner Trustee or the Delaware Trustee, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, therein or thereby; ; (viii) the right of the Owner Trustee and the Delaware 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 neither the Owner Trustee nor the Delaware Trustee shall not be answerable for other than for its gross negligencewillful misconduct, bad faith or willful misconduct negligence in the performance of any such act; (h) in no event shall the Owner Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (iix) in no event shall the Owner Trustee be responsible or liable (A) for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, including loss of profit), (B) for the acts or omissions of clearing agencies or securities depositories or any of their respective nominees or correspondents, (C) for acts or omissions of brokers or dealers or (D) for any losses due to forces beyond the control of the Owner Trustee, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided by third parties selected by the Owner Trustee with reasonable care; (x) the Owner Trustee shall have no responsibility for the accuracy of any information provided to Certificateholders or any other person that has been obtained from, or provided to the Owner Trustee by, any other Person; and (xi) the Owner Trustee shall not be liable for any failure to anticipate incurring Expenses (as defined in Section 8.2) as long as the Owner Trustee acts in good faith based on the facts reasonably available to it at the time of such determination.

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither Documents to which the Issuing Entity or the Owner Trustee nor the Delaware 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 misconduct, bad 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 or the Delaware Trustee, as applicable. In particular, but not by way of limitation (limitation, and subject to the exceptions set forth in the preceding sentence):: (a) neither the Owner Trustee nor the Delaware Trustee shall not be liable for any error in judgment of judgment an officer of the Owner Trustee made in good faith by faith, unless it is proved that such officer was negligent in ascertaining the Owner Trustee or the Delaware Trusteefacts; (b) neither the Owner Trustee nor the Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of any Trust Certificateholder, the Administrator Depositor, the Indenture Trustee, the Administrative Agent or any Certificateholder or Certificateholdersthe Servicer; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee or the Delaware 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 or the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or the principal of the Trust Certificates; (e) neither the Owner Trustee nor the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any no event assume be deemed to have assumed or incur incurred any liability, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuing Entity or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents; (f) neither the Owner Trustee nor the Delaware Trustee shall not be liable for the default misfeasance, malfeasance or misconduct nonfeasance of the AdministratorServicer, the SellerAdministrative Agent, the Depositor, Depositor or the Indenture Trustee or the Servicer under any of the Basic Document Documents or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any no obligation or liability to perform the obligations of the Issuer Issuing Entity or the Depositor under this Agreement or the other Basic Documents that are required to be performed by the Administrator Servicer under the Administration Servicing Agreement or the SUBI Trust Agreement, the Administrative Agent under the Trust Administration Agreement or the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person under any of the Basic Documents;Indenture; and (g) neither the Owner Trustee nor the Delaware Trustee shall be under any 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 Certificateholders, Trust Certificateholder unless such Certificateholders Trust Certificateholder have offered to the Owner Trustee or the Delaware Trustee, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, therein or thereby; the right of the Owner Trustee and the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall not be answerable for other than its gross negligencebad faith, bad faith negligence or willful misconduct in the performance of any such act; (h) in no event shall the Owner Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit).

Acceptance of Trusts and Duties. Each of the Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Each of the Owner Trustee and the Delaware Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the Delaware Trustee shall be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad 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 or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Trustee shall be liable for any error of judgment made in good faith by the Owner Trustee or the Delaware Trustee; (b) neither the Owner Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or any Certificateholder Owner or CertificateholdersOwners; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee or the Delaware 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 or the Delaware Trustee be liable for indebtedness evidenced by or arising under any Basic Document, including the principal of and interest on the Notes or the Trust Certificates; (e) neither the Owner Trustee nor the Delaware Trustee shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any event assume or incur any liability, duty or obligation to any Noteholder or to any CertificateholderOwner, other than as expressly provided for in the Basic Documents; (f) neither the Owner Trustee nor the Delaware Trustee shall be liable for the default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or the Servicer under any Basic Document or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any obligation or liability to perform the obligations of the Issuer under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person under any of the Basic Documents;; and (g) neither the Owner Trustee nor the Delaware Trustee shall be under 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 CertificateholdersOwners, unless such Certificateholders Owners have offered to the Owner Trustee or and the Delaware Trustee, as applicable, Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or and the Delaware Trustee, as applicable, Trustee therein or thereby; the right of the Owner Trustee and the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act;. (h) in no event shall the Owner Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeureforces beyond its control, including, without limitation strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit).

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither Documents to which the Issuing Entity or the Owner Trustee nor the Delaware 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 misconduct, bad 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 or the Delaware Trustee, as applicable. In particular, but not by way of limitation (limitation, and subject to the exceptions set forth in the preceding sentence):: (a) neither the Owner Trustee nor the Delaware Trustee shall not be liable for any error in judgment of judgment an officer of the Owner Trustee made in good faith by faith, unless it is proved that such officer was negligent in ascertaining the Owner Trustee or the Delaware Trusteefacts; (b) neither the Owner Trustee nor the Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of any Trust Certificateholder, the Administrator Depositor, the Indenture Trustee, the Administrative Agent or any Certificateholder or Certificateholdersthe Servicer; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee or the Delaware 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 or the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or the principal of the Trust Certificates; (e) neither the Owner Trustee nor the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any no event assume be deemed to have assumed or incur incurred any liability, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuing Entity or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents; (f) neither the Owner Trustee nor the Delaware Trustee shall not be liable for the default misfeasance, malfeasance or misconduct nonfeasance of the AdministratorServicer, the SellerAdministrative Agent, the Depositor, Depositor or the Indenture Trustee or the Servicer under any of the Basic Document Documents or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any no obligation or liability to perform the obligations of the Issuer Issuing Entity or the Depositor under this Agreement or the other Basic Documents that are required to be performed by the Administrator Servicer under the Administration Servicing Agreement or the SUBI Trust Agreement, the Administrative Agent under the Trust Administration Agreement or the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person under any of the Basic DocumentsIndenture; (g) neither the Owner Trustee nor the Delaware Trustee shall be under any 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 Certificateholders, Trust Certificateholder unless such Certificateholders Trust Certificateholder have offered to the Owner Trustee or the Delaware Trustee, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, therein or thereby; the right of the Owner Trustee and the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall not be answerable for other than its gross negligencebad faith, bad faith negligence or willful misconduct in the performance of any such act;; and (h) in no event shall the Owner Trustee or the Delaware Trustee shall not be responsible or personally liable for (x) special, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any failure nominee, correspondent, clearing agency or delay in securities depository through which it holds the performance Trust’s securities or assets or (z) any losses due to forces beyond the reasonable control of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or the Delaware Trustee, as applicableincluding, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible without limitation, strikes, work stoppages, acts of war or liable for specialterrorism, indirectinsurrection, punitive revolution, nuclear or consequential natural catastrophes or acts of God and interruptions, loss or damage malfunctions of utilities, communications or computer (including, but not limited to, loss of profit)software and hardware) services.

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic Documents. The Trust Agent agrees to perform its duties hereunder upon the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the Trust Agent shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Owner Trustee or the Trust Agent and, in the absence of bad faith on the part of the Owner Trustee or the Trust Agent, as applicable, the Owner Trustee and the Trust Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Owner Trustee or the Trust Agent and conforming to the requirements of this Agreement. The Each of the Owner Trustee also and the Trust Agent agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or 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 or the Delaware TrusteeTrust Agent, as applicablethe case may be. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee or the Delaware TrusteeTrust Agent, respectively; (b) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with this Agreement, the instructions Basic Documents or the written direction of the Administrator or any Certificateholder or CertificateholdersOwner; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Trustee Trust Agent 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 or the Delaware Trustee Trust Agent 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 or the Delaware Trustee Trust Agent be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or the Trust CertificatesNotes; (e) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee Trust Agent shall in any event assume or incur any liability, duty or obligation to any Noteholder or to any CertificateholderOwner, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be liable for the default or misconduct of the Administrator, the SellerDepositor, the DepositorInsurer, the Indenture Trustee or the Servicer under any of the Basic Document Documents or otherwise, otherwise and neither the Owner Trustee nor the Delaware Trustee Trust Agent shall have any obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller Depositor under the Sale and Servicing Agreement or any other Person under any of the Basic DocumentsAgreement; (g) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be under 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 CertificateholdersOwners, unless such Certificateholders Owners have offered to the Owner Trustee or the Delaware TrusteeTrust Agent, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware TrusteeTrust Agent, as applicable, therein or thereby; the right of the Owner Trustee and the Delaware Trustee Trust Agent to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be answerable for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) anything in this Agreement to the contrary notwithstanding, in no event shall the Owner Trustee or the Delaware Trustee Trust Agent be responsible or liable for special, indirect or consequential loss or damage of any failure kind whatsoever (including but not limited to lost profit), even if the Owner Trustee or delay in Trust Agent has been advised of the performance likelihood of its obligations hereunder arising out such loss or damage and regardless of the form of action; (i) neither the Owner Trustee nor the Trust Agent shall be required to take notice or caused bybe deemed to have notice or knowledge of any default, directly any Event of Default or indirectly, by Force Majeure; it being understood that Servicer Default under any of the Basic Documents unless a Responsible Officer of the Owner Trustee or the Delaware TrusteeTrust Agent, respectively, shall have received written notice thereof. In the absence of receipt of such notice, the Owner Trustee and Trust Agent may conclusively assume that there is no default, Event of Default or Servicer Default; (j) [RESERVED]. (k) each of the Owner Trustee and the Trust Agent may rely and shall be protected in acting or refraining from acting upon any resolution, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (l) each of the Owner Trustee and the Trust Agent may consult with counsel and any advice or opinion of counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; (m) neither the Owner Trustee nor the Trust Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Administrator or Owners; provided, however, that if the payment within a reasonable time to the Owner Trustee or Trust Agent, as applicable, shall use reasonable efforts which are consistent with accepted practices of the costs, expenses or liabilities likely to be incurred by it in the banking industry making of such investigation is, in the opinion of the Owner Trustee or Trust Agent, as applicable, not reasonably assured to resume performance it by the security afforded to them by the terms of this Agreement, the Owner Trustee or Trust Agent, as soon applicable, may require reasonable indemnity against such cost, expense or liability as practicable under a condition to taking any such action; (n) neither the circumstancesOwner Trustee nor the Trust Agent shall be required to give any bond or surety in respect of the execution of the Trust created hereby or the powers granted hereunder; and (io) in no event shall each of the Owner Trustee and Trust Agent may execute any of their respective trusts or powers hereunder or perform any of their respective duties hereunder either directly or by or through agents, attorneys or custodians, and neither the Owner Trustee nor the Trust Agent shall be responsible for any misconduct or liable for specialnegligence on the part of any such agent, indirectattorney or custodian appointed by the Owner Trustee or Trust Agent, punitive or consequential loss or damage (includingas applicable, but not limited to, loss of profit)with due care.

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic DocumentsAgreement. Neither the The Owner Trustee nor the Delaware Trustee shall not be answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee or the Delaware Trustee, as applicablein its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (ai) neither the Owner Trustee nor the Delaware Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee or unless it is proved that the Delaware TrusteeOwner Trustee was negligent in ascertaining the pertinent facts; (bii) neither the Owner Trustee nor the Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the provisions of this Agreement at the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or any Certificateholder or Certificateholdersthe Servicer; (ciii) no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee or the Delaware Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder or under any other Basic Transaction Document if the Owner Trustee or the Delaware Trustee shall have reasonable grounds for believing to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (div) under no circumstances shall the Owner Trustee or the Delaware Trustee shall not be liable for any indebtedness evidenced by or arising under any Basic Documentof the Transaction Documents, including the principal of and interest on the Notes or payments of Excess Collections to the Trust CertificatesCertificateholders; (ev) neither the Owner Trustee nor the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic other Transaction Documents, other than the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the Basic other Transaction Documents; (fvi) neither the Owner Trustee nor the Delaware Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Seller, the Depositor, Depositor or the Indenture Trustee or the Servicer under any Basic Document of the Transaction Documents or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any no obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture Agreement or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person the Indenture Trustee under any of the Basic DocumentsIndenture; (gvii) neither the Owner Trustee nor the Delaware Trustee shall be under any 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 Certificateholders, unless such Certificateholders have offered to the Owner Trustee or the Delaware Trustee, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, therein or thereby; ; (viii) the right of the Owner Trustee and the Delaware 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 neither the Owner Trustee nor the Delaware Trustee shall not be answerable for other than for its gross negligencewillful misconduct, bad faith or willful misconduct negligence in the performance of any such act; (h) in no event shall the Owner Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (iix) in no event shall the Owner Trustee be responsible or liable (A) for special, indirect, punitive or punitive, consequential loss or damage of any kind whatsoever (including, but not limited to, including loss of profit), (B) for the acts or omissions of clearing agencies or securities depositories or any of their respective nominees or correspondents, (C) for acts or omissions of brokers or dealers or (D) for any losses due to forces beyond the control of the Owner Trustee, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services provided by third parties selected by the Owner Trustee with reasonable care; (x) the Owner Trustee shall have no responsibility for the accuracy of any information provided to Certificateholders or any other person that has been obtained from, or provided to the Owner Trustee by, any other Person; and (xi) the Owner Trustee shall not be liable for any failure to anticipate incurring Expenses as long as the Owner Trustee acts in good faith based on the facts reasonably available to it at the time of such determination.

Acceptance of Trusts and Duties. Each of the Owner Eligible Lender Trustee and the Delaware Trustee accepts the trusts hereby created and each of them agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Eligible Lender Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or 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 Eligible Lender Trustee or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be liable for any error of judgment made in good faith by a responsible officer of the Owner Eligible Lender Trustee or the Delaware Trustee; (b) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken by it in accordance with the direction or instructions of the Administrator Administrator, the Depositor or any Certificateholder or Certificateholdersthe Excess Distribution Certificateholder; (c) no provision of this Agreement or any other Basic Document shall require the Owner Eligible Lender Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Eligible Lender Trustee or the Delaware 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 Eligible Lender Trustee or the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or the Trust CertificatesNotes; (e) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than (in the case of the Eligible Lender Trustee) the certificate of authentication on the Trust CertificatesExcess Distribution Certificate, and neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall in any event assume or incur any liability, duty duty, or obligation to any Noteholder or to any the Excess Distribution Certificateholder, other than as expressly provided for herein and in the other Basic Documents; (f) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be liable for the action or inaction, default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or Trustee, the Servicer under any of the other Basic Document Documents or otherwise, and neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall have any obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person under any of the Basic Documents;Agreement; and (g) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be under 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 Agreement, any other Basic Document, at the request, order or direction of any of the CertificateholdersDepositor or the Excess Distribution Certificateholder, unless the Depositor or such Certificateholders have holder has offered to the Owner Eligible Lender Trustee or the Delaware Trustee, as applicablethe case may be, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Eligible Lender Trustee or the Delaware Trustee, as applicablethe case may be, therein or thereby; the . The right of the Owner Eligible Lender Trustee and or the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be answerable for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) in no event shall the Owner Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit).

Acceptance of Trusts and Duties. Each of the Owner Trustee and the The Delaware Trustee accepts the trusts appointment as trustee of the Trust hereby created and each agrees to perform its duties hereunder with respect to such trusts, appointment but only upon the terms of this Agreement. The Owner Delaware Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the The Delaware Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or 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 or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Trustee shall not be liable for any error of judgment made in good faith by the Owner Trustee or a responsible officer of the Delaware Trustee; (b) neither the Owner Trustee nor the Delaware 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 Administrator Depositor, the Administrator, or any Certificateholder or Certificateholdersthe Certificateholder; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Trustee or the Delaware 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 or the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or the Trust CertificatesNotes; (e) neither the Owner Trustee nor the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents; (f) neither the Owner Trustee nor the Delaware Trustee shall not be liable for the action or inaction, default or misconduct of the Eligible Lender Trustee, the Administrator, the Seller, the Depositor, the Indenture Trustee or the any Servicer under any of the other Basic Document Documents or otherwise, otherwise and neither the Owner Trustee nor the Delaware Trustee shall have any no obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the any Servicer or the Seller under the Sale and Servicing Agreement or any other Person under any of the Basic Documents;Servicing Agreement; and (g) neither the Owner Trustee nor the Delaware Trustee shall be under any 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 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 Certificateholders, unless such the Certificateholders have offered to the Owner Delaware Trustee or the Delaware Trustee, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Delaware Trustee or the Delaware Trustee, as applicable, therein or thereby; the . The right of the Owner Trustee and the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall not be answerable for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act;. (h) Notwithstanding anything to the contrary herein or in no event shall the Owner Trustee or any other document, the Delaware Trustee shall not be responsible required to execute, deliver or liable for certify on behalf of the Trust, the Servicer, the Sponsor or any failure other Person any filings, certificates, affidavits or delay in other instruments required by the performance SEC or required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or 2002. Notwithstanding any Person's right to instruct the Delaware Trustee, as applicableneither the Delaware Trustee nor any agent, employee, director or officer of the Delaware Trustee shall use reasonable efforts which are consistent have any obligation to execute any certificates or other documents required by the SEC or required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or the rules and regulations promulgated thereunder, and the refusal to comply with accepted practices any such instructions shall not constitute a default or breach under this Agreement or any other document in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit)connection herewith.

Acceptance of Trusts and Duties. Each of the Owner Trustee and the Delaware The Grantor Trust Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Grantor Trust Agreement. The Owner Grantor Trust Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Grantor Trust Estate upon the terms of this Agreement and the other Basic DocumentsGrantor Trust Agreement. Neither the Owner Trustee nor the Delaware The Grantor Trust Trustee shall not be answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee or the Delaware Grantor Trust Trustee, as applicablein its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (ai) neither the Owner Trustee nor the Delaware Grantor Trust Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Owner Grantor Trust Trustee or unless it is proved that the Delaware TrusteeGrantor Trust Trustee was negligent in ascertaining the pertinent facts; (bii) neither the Owner Trustee nor the Delaware Grantor Trust Trustee shall not be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the provisions of this Grantor Trust Agreement at the instructions of any Grantor Trust Certificateholder, the Indenture Trustee, the Depositor, the Administrator or any Certificateholder or Certificateholdersthe Servicer; (ciii) no provision of this Grantor Trust Agreement or any other Basic Transaction Document shall require the Owner Trustee or the Delaware Grantor Trust Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder or under any other Basic Transaction Document if the Owner Trustee or the Delaware Grantor Trust Trustee shall have reasonable grounds for believing to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (div) under no circumstances the Grantor Trust Trustee shall the Owner Trustee or the Delaware Trustee not be liable for any indebtedness evidenced by or arising under any Basic Documentof the Transaction Documents, including the principal of and interest on the Notes or the Trust Certificatesindebtedness of the Grantor Trust; (ev) neither the Owner Trustee nor the Delaware Grantor Trust Trustee shall not be responsible for or in respect of the validity or sufficiency of this Grantor Trust Agreement or for the due execution hereof by the Depositor Grantor Trust Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Grantor Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic other Transaction Documents, other than the certificate of authentication on the Grantor Trust Certificates, and neither the Owner Trustee nor the Delaware Grantor Trust Trustee shall in any no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Grantor Trust Certificateholder, other than as expressly provided for herein and in the Basic other Transaction Documents; (fvi) neither the Owner Trustee nor the Delaware Grantor Trust Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Seller, the Depositor, Depositor or the Indenture Trustee or the Servicer under any Basic Document of the Transaction Documents or otherwise, and neither the Owner Trustee nor the Delaware Grantor Trust Trustee shall have any no obligation or liability to perform the obligations of the Issuer Grantor Trust under this Grantor Trust Agreement or the other Basic Transaction Documents 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 the Indenture Trustee under any of the Basic DocumentsIndenture; (gvii) neither the Owner Trustee nor the Delaware Grantor Trust Trustee shall be under any no obligation to exercise any of the rights or powers vested in it by this Grantor Trust Agreement, or to institute, conduct or defend any litigation under this Grantor Trust Agreement or otherwise or in relation to this Grantor Trust Agreement or any other Basic Transaction Document, at the request, order or direction of any of the Grantor Trust Certificateholders, unless such Grantor Trust Certificateholders have offered to the Owner Grantor Trust Trustee or the Delaware Trustee, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Grantor Trust Trustee or the Delaware Trustee, as applicable, therein or thereby; ; (viii) the right of the Owner Trustee and the Delaware Grantor Trust Trustee to perform any discretionary act enumerated in this Grantor Trust Agreement or in any other Basic Transaction Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Grantor Trust Trustee shall not be answerable for other than for its gross negligencewillful misconduct, bad faith or willful misconduct negligence in the performance of any such act; (hix) in no event shall the Owner Trustee or the Delaware Grantor Trust Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (iA) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or punitive, consequential loss or damage of any kind whatsoever (including, but not limited to, including loss of profit), (B) for the acts or omissions of clearing agencies or securities depositories or any of their respective nominees or correspondents, (C) for acts or omissions of brokers or dealers or (D) for any losses due to forces beyond the control of the Grantor Trust Trustee, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, pandemics or epidemics, loss or malfunctions of utilities, communications or computer (software and hardware) services provided by third parties selected by the Grantor Trust Trustee with reasonable care; (x) the Grantor Trust Trustee shall have no responsibility for the accuracy of any information provided to Grantor Trust Certificateholders or any other person that has been obtained from, or provided to the Grantor Trust Trustee by, any other Person; (xi) the Grantor Trust Trustee shall not be liable for any failure to anticipate incurring Expenses as long as the Grantor Trust Trustee acts in good faith based on the facts reasonably available to it at the time of such determination; (xii) the Grantor Trust Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Grantor Trust Trustee has actual knowledge thereof or unless written notice of such fact or event is received by a Responsible Officer and such notice references the fact or event; (xiii) the Grantor Trust Trustee shall have no responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Grantor Trust Certificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect; and (xiv) the Grantor Trust Trustee shall not have any obligation or duty to supervise or monitor the performance of any other Person and shall have no liability for the failure of any other Person to perform its obligations or duties under the Transaction Documents or otherwise.

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic DocumentsAgreement. Neither the The Owner Trustee nor the Delaware Trustee shall not be answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 expressly made by the Owner Trustee or the Delaware Trustee, as applicablein its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (ai) neither the Owner Trustee nor the Delaware Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee or unless it is proved that the Delaware TrusteeOwner Trustee was negligent in ascertaining the pertinent facts; (bii) neither the Owner Trustee nor the Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the provisions of this Agreement at the instructions of any Certificateholder, the Indenture Trustee, the Depositor, the Administrator or any Certificateholder or Certificateholdersthe Servicer; (ciii) no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee or the Delaware Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder or under any other Basic Transaction Document if the Owner Trustee or the Delaware Trustee shall have reasonable grounds for believing to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (div) under no circumstances shall the Owner Trustee or the Delaware Trustee shall not be liable for any indebtedness evidenced by or arising under any Basic Documentof the Transaction Documents, including the principal of and interest on the Notes or payments of Excess Collections to the Trust CertificatesCertificateholders; (ev) neither the Owner Trustee nor the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic other Transaction Documents, other than the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any no event assume or incur any liability, duty duty, or obligation to any Noteholder Noteholder, the Swap Counterparty or to any Certificateholder, other than as expressly provided for herein and in the Basic other Transaction Documents; (fvi) neither the Owner Trustee nor the Delaware Trustee shall not be liable for the default or misconduct of the Servicer, the Administrator, the Seller, the Depositor, Depositor or the Indenture Trustee or the Servicer under any Basic Document of the Transaction Documents or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any no obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Transaction Documents 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 the Indenture Trustee under any of the Basic DocumentsIndenture; (gvii) neither the Owner Trustee nor the Delaware Trustee shall be under any 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 Certificateholders, unless such Certificateholders have offered to the Owner Trustee or the Delaware Trustee, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, therein or thereby; ; (viii) the right of the Owner Trustee and the Delaware 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 neither the Owner Trustee nor the Delaware Trustee shall not be answerable for other than for its gross negligencewillful misconduct, bad faith or willful misconduct negligence in the performance of any such act; (h) in no event shall the Owner Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (iix) in no event shall the Owner Trustee be responsible or personally liable (A) for special, indirectconsequential or punitive damages, punitive (B) for the acts or consequential omissions of clearing agencies or securities depositories or any of their respective nominees or correspondents, (C) for acts or omissions of brokers or dealers or (D) for any losses due to forces beyond the control of the Owner Trustee, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or damage malfunctions of utilities, communications or computer (includingsoftware and hardware) services provided by third parties selected by the Owner Trustee with reasonable care; (x) the Owner Trustee shall have no responsibility for the accuracy of any information provided to Certificateholders or any other person that has been obtained from, but or provided to the Owner Trustee by, any other Person; and (xi) the Owner Trustee shall not limited to, loss be liable for any failure to anticipate incurring Expenses (as defined in Section 8.2) as long as the Owner Trustee acts in good faith based on the facts reasonably available to it at the time of profit)such determination.

Acceptance of Trusts and Duties. Each of the Owner Eligible Lender Trustee and the Delaware Trustee accepts the trusts hereby created and each of them agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Eligible Lender Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or 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 Eligible Lender Trustee or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be liable for any error of judgment judgment, except for such error resulting from willful misconduct or negligence as set forth in the preceding paragraph, made in good faith by an Authorized Officer of the Owner Eligible Lender Trustee or the Delaware Trustee; (b) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken by it in accordance with the direction or instructions of the Administrator Administrator, the Depositor or any Certificateholder or Certificateholdersthe Excess Distribution Certificateholder; (c) no provision of this Agreement or any other Basic Document shall require the Owner Eligible Lender Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Eligible Lender Trustee or the Delaware 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 Eligible Lender Trustee or the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or the Trust CertificatesNotes; (e) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than (in the case of the Eligible Lender Trustee) the certificate of authentication on the Trust CertificatesExcess Distribution Certificate, and neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall in any event assume or incur any liability, duty duty, or obligation to any Noteholder or to any the Excess Distribution Certificateholder, other than as expressly provided for herein and in the other Basic Documents; (f) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be liable for the action or inaction, default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or Trustee, the Servicer under any of the other Basic Document Documents or otherwise, and neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall have any obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person under any of the Basic DocumentsAgreement; (g) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be under 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 Agreement, any other Basic Document, at the request, order or direction of any of the CertificateholdersDepositor or the Excess Distribution Certificateholder, unless the Depositor or such Certificateholders have holder has offered to the Owner Eligible Lender Trustee or the Delaware Trustee, as applicablethe case may be, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Eligible Lender Trustee or the Delaware Trustee, as applicablethe case may be, therein or thereby; the . The right of the Owner Eligible Lender Trustee and or the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be answerable for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) in no event shall the Owner Eligible Lender Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeureforces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the Owner Eligible Lender Trustee or the Delaware Trustee, as applicable, Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Eligible Lender Trustee or the Delaware Trustee be responsible or liable for any special, indirect, punitive indirect or consequential loss or damage (including, but not limited to, of any kind whatsoever irrespective of whether the Eligible Lender Trustee or the Delaware Trustee has been advised of the likelihood of such loss or damage and regardless of profit)the form of action.

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic Documents. The Trust Agent agrees to perform its duties hereunder upon the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the Trust Agent shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Owner Trustee or the Trust Agent and, in the absence of bad faith on the part of the Owner Trustee or the Trust Agent, as applicable, the Owner Trustee and the Trust Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Owner Trustee or the Trust Agent and conforming to the requirements of this Agreement. The Each of the Owner Trustee also and the Trust Agent agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or 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 or the Delaware TrusteeTrust Agent, as applicablethe case may be. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee or the Delaware TrusteeTrust Agent, respectively; (b) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with this Agreement, the instructions Basic Documents or the written direction of the Administrator or any Certificateholder or CertificateholdersHolder; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Trustee Trust Agent 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 or the Delaware Trustee Trust Agent 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 or the Delaware Trustee Trust Agent be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or the Trust CertificatesNotes; (e) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee Trust Agent shall in any event assume or incur any liability, duty or obligation to any Noteholder or to any CertificateholderHolder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be liable for the default or misconduct of the Administrator, the Seller, the Depositor, Depositor or the Indenture Trustee or the Servicer under any of the Basic Document Documents or otherwise, otherwise and neither the Owner Trustee nor the Delaware Trustee Trust Agent shall have any obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller Depositor under the Sale and Servicing Agreement or any other Person under any of the Basic DocumentsAssignment Agreement; (g) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be under 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 CertificateholdersHolders, unless such Certificateholders Holders have offered to the Owner Trustee or the Delaware TrusteeTrust Agent, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware TrusteeTrust Agent, as applicable, therein or thereby; the right of the Owner Trustee and the Delaware Trustee Trust Agent to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be answerable for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) anything in this Agreement to the contrary notwithstanding, in no event shall the Owner Trustee or the Delaware Trustee Trust Agent be responsible or liable for special, indirect or consequential loss or damage of any failure kind whatsoever (including but not limited to lost profit), even if the Owner Trustee or delay in Trust Agent has been advised of the performance likelihood of its obligations hereunder arising out such loss or damage and regardless of the form of action; (i) neither the Owner Trustee nor the Trust Agent shall be required to take notice or caused by, directly be deemed to have notice or indirectly, by Force Majeure; it being understood that knowledge of any default or any Event of Default under any of the Basic Documents unless a Responsible Officer of the Owner Trustee or the Delaware TrusteeTrust Agent, respectively, shall have received written notice thereof. In the absence of receipt of such notice, the Owner Trustee and Trust Agent may conclusively assume that there is no default or Event of Default; (j) each of the Owner Trustee and the Trust Agent may rely and shall be protected in acting or refraining from acting upon any resolution, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (k) each of the Owner Trustee and the Trust Agent may consult with counsel and any advice or opinion of counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; (l) neither the Owner Trustee nor the Trust Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Administrator or Holders; provided, however, that if the payment within a reasonable time to the Owner Trustee or Trust Agent, as applicable, shall use reasonable efforts which are consistent with accepted practices of the costs, expenses or liabilities likely to be incurred by it in the banking industry making of such investigation is, in the opinion of the Owner Trustee or Trust Agent, as applicable, not reasonably assured to resume performance it by the security afforded to them by the terms of this Agreement, the Owner Trustee or Trust Agent, as soon applicable, may require reasonable indemnity against such cost, expense or liability as practicable under a condition to taking any such action; (m) neither the circumstancesOwner Trustee nor the Trust Agent shall be required to give any bond or surety in respect of the execution of the Trust created hereby or the powers granted hereunder; and (in) in no event shall each of the Owner Trustee and Trust Agent may execute any of their respective trusts or powers hereunder or perform any of their respective duties hereunder either directly or by or through agents, attorneys or custodians, and neither the Owner Trustee nor the Trust Agent shall be responsible for any misconduct or liable for specialnegligence on the part of any such agent, indirectattorney or custodian appointed by the Owner Trustee or Trust Agent, punitive or consequential loss or damage (includingas applicable, but not limited to, loss of profit)with due care.

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither Documents to which the Issuing Entity or the Owner Trustee nor the Delaware 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 misconduct, bad 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 or the Delaware Trustee, as applicable. In particular, but not by way of limitation (limitation, and subject to the exceptions set forth in the preceding sentence):: (a) neither the Owner Trustee nor the Delaware Trustee shall not be liable for any error in judgment of judgment an officer of the Owner Trustee made in good faith by faith, unless it is proved that such officer was negligent in ascertaining the Owner Trustee or the Delaware Trusteefacts; (b) neither the Owner Trustee nor the Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of any Trust Certificateholder, the Administrator Depositor, the Indenture Trustee, the Administrative Agent or any Certificateholder or Certificateholdersthe Servicer; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee or the Delaware 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;; 20 (NALT 2012-B Amended and Restated Trust Agreement) (d) under no circumstances shall the Owner Trustee or the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or the principal of the Trust Certificates; (e) neither the Owner Trustee nor the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any no event assume be deemed to have assumed or incur incurred any liability, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuing Entity or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents; (f) neither the Owner Trustee nor the Delaware Trustee shall not be liable for the default misfeasance, malfeasance or misconduct nonfeasance of the AdministratorServicer, the SellerAdministrative Agent, the Depositor, Depositor or the Indenture Trustee or the Servicer under any of the Basic Document Documents or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any no obligation or liability to perform the obligations of the Issuer Issuing Entity or the Depositor under this Agreement or the other Basic Documents that are required to be performed by the Administrator Servicer under the Administration Servicing Agreement or the SUBI Trust Agreement, the Administrative Agent under the Trust Administration Agreement or the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person under any of the Basic Documents;Indenture; and (g) neither the Owner Trustee nor the Delaware Trustee shall be under any 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 Certificateholders, Trust Certificateholder unless such Certificateholders Trust Certificateholder have offered to the Owner Trustee or the Delaware Trustee, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, therein or thereby; the right of the Owner Trustee and the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall not be answerable for other than its gross negligencebad faith, bad faith negligence or willful misconduct in the performance of any such act;. (h) in no event shall the Owner Trustee or the Delaware Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible or personally liable for special, indirectconsequential or punitive damages, punitive or consequential loss or damage (includinghowever styled, but not limited toincluding without limitation, loss of profit)lost profits.

Acceptance of Trusts and Duties. Each of the Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this AgreementAgreement and the Transaction Documents. The Each of the Owner Trustee and the Delaware Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Transaction Documents and this Agreement and the other Basic DocumentsAgreement. Neither the Owner Trustee nor the Delaware Trustee shall be answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 below expressly made by the Owner Trustee or the Delaware Trustee, as applicablethe case may be. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Trustee shall be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee or the Delaware Trustee, as applicable; (b) neither the Owner Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or any Certificateholder or Certificateholders; (c) no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Transaction Document if the Owner Trustee or the Delaware Trustee Trustee, as the case may be, shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (dc) under no circumstances shall the Owner Trustee or the Delaware Trustee be liable for indebtedness evidenced by or arising under any Basic Documentof the Transaction Documents, including the principal of and interest on the Notes or the Trust CertificatesNotes; (ed) neither the Owner Trustee nor the Delaware Trustee shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the genuineness of the signature and countersignature of the Owner Trustee on the certificate of authentication on the Trust CertificatesOwnership Interest, and neither the Owner Trustee nor and the Delaware Trustee shall in any no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, the Transferor other than as expressly provided for herein and in the Basic Transaction Documents; (fe) neither the Owner Trustee nor the Delaware Trustee shall be liable for the default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or the Master Servicer under any Basic Document of the Transaction Documents or otherwise, otherwise and neither the Owner Trustee nor the Delaware Trustee shall have any obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or Indenture, the Master Servicer or the Seller under the Sale and Servicing Agreement Agreement, or the Registrar or any other Person under any of the Basic DocumentsPaying Agent hereunder; (gf) neither the Owner Trustee nor the Delaware Trustee shall be under 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 Transaction Document, at the request, order or direction of any of the CertificateholdersTransferor, unless such Certificateholders have the Transferor has offered to the Owner Trustee or the Delaware Trustee, as applicablethe case may be, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicablethe case may be, therein or thereby; the . The right of the Owner Trustee and or the Delaware Trustee Trustee, as the case may be, to perform any discretionary act enumerated in this Agreement or in any other Basic Transaction Document shall not be construed as a duty, and neither the Owner Trustee nor and the Delaware Trustee shall be answerable for other than its their gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (g) notwithstanding anything contained herein to the contrary, the Delaware Trustee will not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action (i) requires 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 the Delaware Trustee (other than any registration, licensing or taking of any other similar action that at the time of such action is in effect or has been taken); (ii) results 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 Delaware Trustee; or (iii) subjects the Delaware 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 Delaware Trustee contemplated hereby. The Delaware Trustee will be entitled to obtain advice of counsel (which advice will be an expense of the Transferor) to determine whether any action required to be taken pursuant to the Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. If said counsel advises the Delaware Trustee that such action will result in such consequences, the Transferor will appoint an additional trustee pursuant to Section 10.5 hereof to proceed with such action; and (h) in no event shall neither the Owner Trustee or nor the Delaware Trustee shall be responsible liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Depositor or any Owner to the extent such action or direction is permitted by the Transaction Documents. With respect to the Noteholders, the Owner Trustee undertakes to perform or observe only such of the covenants and obligations of the Owner Trustee as are expressly set forth in this Agreement, and no implied covenants or obligations with respect to the Noteholders shall be read into this Agreement or the other Transaction Documents against the Owner Trustee. The Owner Trustee shall not be deemed to owe any fiduciary duty to the Noteholders, and shall not be liable to any such person for any the failure of the Trust to perform its obligations to such persons other than as a result of the gross negligence or delay willful misconduct of the Owner Trustee in the performance of its express obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit)this Agreement.

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic Documents. The Trust Agent agrees to perform its duties hereunder upon the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the Trust Agent shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Owner Trustee or the Trust Agent and, in the absence of bad faith on the part of the Owner Trustee or the Trust Agent, as applicable, the Owner Trustee and the Trust Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Owner Trustee or the Trust Agent and conforming to the requirements of this Agreement. The Each of the Owner Trustee also and the Trust Agent agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or 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 or the Delaware TrusteeTrust Agent, as applicablethe case may be. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee or the Delaware TrusteeTrust Agent, respectively; (b) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with this Agreement, the instructions Basic Documents or the written direction of the Administrator or any Certificateholder or CertificateholdersOwner; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Trustee Trust Agent 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 or the Delaware Trustee Trust Agent 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 or the Delaware Trustee Trust Agent be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or the Trust CertificatesNotes; (e) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust CertificatesResidual Interest Instruments, and neither the Owner Trustee nor the Delaware Trustee Trust Agent shall in any event assume or incur any liability, duty or obligation to any Noteholder or to any CertificateholderOwner, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be liable for the default or misconduct of the Administrator, the SellerDepositor, the DepositorInsurer, the Indenture Trustee or the Servicer under any of the Basic Document Documents or otherwise, otherwise and neither the Owner Trustee nor the Delaware Trustee Trust Agent shall have any obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller Depositor under the Sale and Servicing Agreement or any other Person under any of the Basic DocumentsAgreement; (g) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be under 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 CertificateholdersOwners, unless such Certificateholders Owners have offered to the Owner Trustee or the Delaware TrusteeTrust Agent, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware TrusteeTrust Agent, as applicable, therein or thereby; the right of the Owner Trustee and the Delaware Trustee Trust Agent to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be answerable for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) anything in this Agreement to the contrary notwithstanding, in no event shall the Owner Trustee or the Delaware Trustee Trust Agent be responsible or liable for special, indirect or consequential loss or damage of any failure kind whatsoever (including but not limited to lost profit), even if the Owner Trustee or delay in Trust Agent has been advised of the performance likelihood of its obligations hereunder arising out such loss or damage and regardless of the form of action; (i) neither the Owner Trustee nor the Trust Agent shall be required to take notice or caused bybe deemed to have notice or knowledge of any default, directly any Event of Default or indirectly, by Force Majeure; it being understood that Servicer Default under any of the Basic Documents unless a Responsible Officer of the Owner Trustee or the Delaware Trust Agent, respectively, shall have received written notice thereof. In the absence of receipt of such notice, the Owner Trustee and Trust Agent may conclusively assume that there is no default, Event of Default or Servicer Default; (j) notwithstanding any Person’s right to instruct the Owner Trustee, neither the Owner Trustee nor any agent, employee, director or officer of the Owner Trustee shall have any obligation to execute any certificates or other documents required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or the rules and regulations promulgated thereunder, and the refusal to comply with any such instructions shall not constitute a default or breach under any Basic Document. (k) each of the Owner Trustee and the Trust Agent may rely and shall be protected in acting or refraining from acting upon any resolution, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (l) each of the Owner Trustee and the Trust Agent may consult with counsel and any advice or opinion of counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; (m) neither the Owner Trustee nor the Trust Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Administrator or Owners; provided, however, that if the payment within a reasonable time to the Owner Trustee or Trust Agent, as applicable, shall use reasonable efforts which are consistent with accepted practices of the costs, expenses or liabilities likely to be incurred by it in the banking industry making of such investigation is, in the opinion of the Owner Trustee or Trust Agent, as applicable, not reasonably assured to resume performance it by the security afforded to them by the terms of this Agreement, the Owner Trustee or Trust Agent, as soon applicable, may require reasonable indemnity against such cost, expense or liability as practicable under a condition to taking any such action; (n) neither the circumstancesOwner Trustee nor the Trust Agent shall be required to give any bond or surety in respect of the execution of the Trust created hereby or the powers granted hereunder; and (io) in no event shall each of the Owner Trustee and Trust Agent may execute any of their respective trusts or powers hereunder or perform any of their respective duties hereunder either directly or by or through agents, attorneys or custodians, and neither the Owner Trustee nor the Trust Agent shall be responsible for any misconduct or liable for specialnegligence on the part of any such agent, indirectattorney or custodian appointed by the Owner Trustee or Trust Agent, punitive or consequential loss or damage (includingas applicable, but not limited to, loss of profit)with due care.

Acceptance of Trusts and Duties. Each of the Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Transaction Documents and this Agreement and the other Basic DocumentsAgreement. Neither the Owner Trustee nor the Delaware Trustee shall 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 misconduct, bad faith or gross negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.5 expressly made by The Bank of New York Mellon or BNY Mellon Trust of Delaware, as applicable, in their individual capacities, (iii) for liabilities arising from the failure of The Bank of New York Mellon 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 or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):) of the foregoing: (a) neither Neither the Owner Trustee nor the Delaware Trustee shall be personally liable for any error of judgment made in good faith by any of its officers or employees unless it is proved that such Persons were negligent in ascertaining the Owner Trustee or the Delaware Trusteepertinent facts; (b) neither Neither the Owner Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the instructions of the Depositor, the Administrator or any Certificateholder or Certificateholdersdelivered in accordance with the terms of this Agreement; (c) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware 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 other Basic Document if the Owner Trustee or the Delaware 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; (d) under Under no circumstances shall the Owner Trustee or the Delaware Trustee be personally liable for any representation, warranty, covenant, obligation or indebtedness evidenced by or arising under any Basic Document, including of the principal of and interest on the Notes or the Trust CertificatesIssuer; (e) neither Neither the Owner Trustee nor the Delaware Trustee shall 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 Depositor Owner Trustee or the Delaware Trustee, as applicable, or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the accuracy, validity or sufficiency of any statement of any other party in the Basic Transaction Documents, the Certificates or any other than the certificate of authentication on the Trust Certificates, and neither document supplied to the Owner Trustee nor or the Delaware Trustee shall in any event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for in the Basic DocumentsTrustee; (f) neither Neither the Owner Trustee nor the Delaware Trustee shall be liable for deemed to have knowledge or notice of any event or information, including any Event of Default, or be required to act upon any event or information (including the default sending of any notice), unless written notice of such event or misconduct of information is received by a Responsible Officer and such notice references the Administratorevent or information. Absent written notice in accordance with this Section, the Seller, Owner Trustee and the Depositor, the Indenture Delaware Trustee or the Servicer under any Basic Document or otherwise, and neither may assume that no such event has occurred. Neither the Owner Trustee nor the Delaware Trustee shall have any obligation to inquire into, or investigate as to, the occurrence of any such event (including any Event of Default). For purposes of determining the Owner Trustee’s and the Delaware Trustee’s responsibility and liability hereunder, whenever reference is made in this Trust Agreement to any event (including, but not limited to, an Event of Default), such reference shall be construed to refer only to such event of which the Owner Trustee or the Delaware Trustee, as the case may be, has received written notice as described in this Section. Knowledge of the Owner Trustee and the Delaware Trustee shall not be attributed or imputed to The Bank of New York Mellon’s or BNY Mellon Trust of Delaware’s other roles in the transaction; (g) Each of the Owner Trustee and the Delaware Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Trust Agreement and the other Transaction Documents to which it is a party and no implied covenants or obligations of the Issuer under shall be read into this Agreement or the other Basic Transaction Documents that are required to be performed by against the Administrator under the Administration Agreement, the Indenture Owner Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person under any of the Basic DocumentsDelaware Trustee; (gh) neither Neither the Owner Trustee nor the Delaware Trustee shall be under 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 Transaction Document, at the request, order or direction of any of the CertificateholdersDepositor, the Certificateholders or the Administrator, unless the Depositor, such Certificateholders or the Administrator have advanced necessary costs and offered to the Owner Trustee or the Delaware Trustee, as applicablethe case may be, reasonable security or indemnity satisfactory to it the Owner Trustee or the Delaware Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, it therein or thereby; the . The right of each of the Owner Trustee and the Delaware 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 neither the Owner Trustee nor the Delaware Trustee shall be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (hi) Anything in this Agreement to the contrary notwithstanding, in no event shall the Owner Trustee or the Delaware Trustee be liable under or in connection with this Agreement or the Trust for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits; (j) Neither the Owner Trustee nor the Delaware Trustee shall be required to investigate any claims with respect to any breach of a representation or warranty under any of the Transaction Documents. For the avoidance of doubt, neither the Owner Trustee nor the Delaware Trustee shall be responsible for evaluating the qualifications of any mediator or arbitrator, or be personally liable for paying the fees or expenses of any mediation or arbitration initiated by a requesting party; and (k) Neither the Owner Trustee nor the Delaware Trustee shall be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeureforces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the Owner Trustee or and the Delaware Trustee, as applicable, Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance of their respective obligations as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit).

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby created continued and each agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of set forth in this Agreement and the other 2019-A Basic Documents. Neither the The Owner Trustee nor the Delaware Trustee shall not be answerable answerable, accountable or accountable liable hereunder or under any other 2019-A Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence in the performance of its express duties under this Agreement or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):limitation: (a) neither the Owner Trustee nor the Delaware Trustee shall not be liable for any error of judgment made in good faith by the Owner Trustee or the Delaware Trustee; (b) neither the Owner Trustee nor the Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the instructions of the Administrator or any Certificateholder or CertificateholdersCertificateholder; (c) no provision of this Agreement or any other the 2019-A Basic Document shall require the Owner Trustee or the Delaware 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 2019-A Basic Document if the Owner Trustee or the Delaware 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 or the Delaware Trustee be liable for any representation, warranty, covenant, obligation or indebtedness of the Issuer, including, but not limited to, that which is evidenced by or arising under any of the 2019-A Basic DocumentDocuments, including the principal of and interest on the Notes or any amounts payable on the Trust Certificates; (e) neither the Owner Trustee nor the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the 2019-A Basic Documents, other than the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for in the Basic Documentsherein; (f) neither the Owner Trustee nor shall have no obligation or duty to supervise or monitor the Delaware Trustee performance of any other Person and shall not be liable for the default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or the Servicer any other Person under any 2019-A Basic Document or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any no obligation or liability to perform the obligations of the Issuer under this Agreement or the other 2019-A Basic Documents that are required to be performed by the Administrator under the 2019-A Administration Agreement, the Indenture Trustee or the Note Paying Agent under the Indenture Indenture, the Paying Agent under this Agreement or the Servicer or the Seller under the Sale and 2019-A Servicing Agreement or any other Person under any of the Basic DocumentsAgreement; (g) neither the Owner Trustee nor the Delaware Trustee shall be under any 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 2019-A Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee or the Delaware Trustee, as applicable, has been provided security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, therein or thereby; and the right of the Owner Trustee and the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other 2019-A Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall not be answerable or liable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) the Owner Trustee shall have no responsibility for the accuracy of any information provided to Certificateholders or any other individual or entity that has been obtained from, or provided to the Owner Trustee by, any other Person; (i) in the absence of negligence, willful misconduct or bad faith 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; and (j) in no event shall will the Owner Trustee have any responsibility to monitor compliance with or enforce compliance with the Delaware credit risk retention requirements for asset-backed securities or other rules or regulations relating to credit risk retention. The Owner Trustee will not be charged with knowledge of such rules, nor will it be liable to any Noteholder, Certificateholder, the Depositor, the Servicer or any other person for violation of such rules now or hereinafter in effect. (k) 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 (x) special, consequential or punitive damages, however styled, including, without limitation, lost profits or (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Issuer’s securities or assets. (l) Notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be responsible or liable for its failure to perform under this Agreement or for any losses to the Issuer resulting from any event beyond the reasonable control of the Owner Trustee, its agents or subcustodians, including but not limited to nationalization, strikes, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Issuer’s property; or the breakdown, failure or delay malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God; or any other similar event. (m) The Owner Trustee shall not be required to provide, on its own behalf, any surety bond or other kind of security in connection with the execution of any of its trusts or powers under this Agreement or any other Basic Document or the performance of its obligations hereunder arising out duties hereunder. (n) Each of or caused bythe parties hereto hereby agrees and, directly or indirectlyas evidenced by its acceptance of any benefits hereunder, by Force Majeure; it being understood any Certificateholder agrees that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in any capacity (x) has not provided and will not provide in the banking industry to resume performance as soon as practicable under future, any advice, counsel or opinion regarding the circumstances; and (i) in no event shall tax, regulatory, financial, investment, securities law or insurance implications and consequences of the Owner Trustee be responsible or liable for specialformation, indirectfunding and ongoing administration of the Issuer, punitive or consequential loss or damage (including, but not limited to, loss 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 profitfinancing arrangements, (y) has not made any investigation as to the accuracy of any representations, warranties or other obligations of the Issuer under the 2019-A Basic Documents and shall have no liability in connection therewith and (z) the Owner Trustee has not prepared or verified, and shall not be responsible or liable for, any information, disclosure or other statement in any disclosure or offering document or in any other document issued or delivered in connection with the sale or transfer of the Notes. (o) Notwithstanding anything contained herein 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 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 the Owner Trustee; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Owner Trustee contemplated hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of the Issuer) to determine whether any action required to be taken pursuant to the Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that said counsel advises the Owner Trustee that such action will result in such consequences, the Owner Trustee may, or if instructed to do so by the Depositor, shall appoint an additional trustee pursuant to Section 10.05 hereof to proceed with such action. (p) It shall be the Administrator's duty and responsibility, and not the Owner Trustee's duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Administrator and to comply with any reasonable request made by the Administrator for the delivery of information or documents to the Administrator in the Owner Trustee's actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry. (q) The Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless an Authorized Officer of the Owner Trustee has actual knowledge thereof or unless written notice of such fact or event is received by an Authorized Officer and such notice references the fact or event.

Acceptance of Trusts and Duties. Each of the Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Transaction Documents and this Agreement and the other Basic DocumentsAgreement. Neither the Owner Trustee nor the Delaware Trustee shall 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 misconduct, bad faith or gross negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.5 expressly made by [ ] or [ ], as applicable, in their individual capacities (iii) for liabilities arising from the failure of [ ] 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 or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):) of the foregoing: (a) neither Neither the Owner Trustee nor the Delaware Trustee shall be personally liable for any error of judgment made in good faith by any of its officers or employees unless it is proved that such Persons were negligent in ascertaining the Owner Trustee or the Delaware Trusteepertinent facts; (b) neither Neither the Owner Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the instructions of the Depositor, the Administrator or any Certificateholder or Certificateholdersdelivered in accordance with the terms of this Agreement; (c) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware 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 other Basic Document if the Owner Trustee or the Delaware 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; (d) under Under no circumstances shall the Owner Trustee or the Delaware Trustee be personally liable for any representation, warranty, covenant, obligation or indebtedness evidenced by or arising under any Basic Document, including of the principal of and interest on the Notes or the Trust CertificatesIssuer; (e) neither Neither the Owner Trustee nor the Delaware Trustee shall 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 Depositor Owner Trustee or the Delaware Trustee, as applicable, or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the accuracy, validity or sufficiency of any statement of any other party in the Basic Transaction Documents, the Certificates or any other than the certificate of authentication on the Trust Certificates, and neither document supplied to the Owner Trustee nor or the Delaware Trustee shall in any event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for in the Basic DocumentsTrustee; (f) neither Neither the Owner Trustee nor the Delaware Trustee shall be liable for deemed to have knowledge or notice of any event or information, including any Event of Default, or be required to act upon any event or information (including the default sending of any notice), unless written notice of such event or misconduct of information is received by a Responsible Officer and such notice references the Administratorevent or information. Absent written notice in accordance with this Section, the Seller, Owner Trustee and the Depositor, the Indenture Delaware Trustee or the Servicer under any Basic Document or otherwise, and neither may assume that no such event has occurred. Neither the Owner Trustee nor the Delaware Trustee shall have any obligation to inquire into, or investigate as to, the occurrence of any such event (including any Event of Default). For purposes of determining the Owner Trustee’s and the Delaware Trustee’s responsibility and liability hereunder, whenever reference is made in this Trust Agreement to any event (including, but not limited to, an Event of Default), such reference shall be construed to refer only to such event of which the Owner Trustee or the Delaware Trustee, as the case may be, has received written notice as described in this Section. Knowledge of the Owner Trustee and the Delaware Trustee shall not be attributed or imputed to [ ]’s or [ ]’s other roles in the transaction; (g) Each of the Owner Trustee and the Delaware Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Trust Agreement and the other Transaction Documents to which it is a party and no implied covenants or obligations of the Issuer under shall be read into this Agreement or the other Basic Transaction Documents that are required to be performed by against the Administrator under the Administration Agreement, the Indenture Owner Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person under any of the Basic DocumentsDelaware Trustee; (gh) neither Neither the Owner Trustee nor the Delaware Trustee shall be under 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 Transaction Document, at the request, order or direction of any of the CertificateholdersDepositor, the Certificateholders or the Administrator, unless the Depositor, such Certificateholders or the Administrator have advanced necessary costs and offered to the Owner Trustee or the Delaware Trustee, as applicablethe case may be, reasonable security or indemnity satisfactory to it the Owner Trustee or the Delaware Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, it therein or thereby; the . The right of each of the Owner Trustee and the Delaware 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 neither the Owner Trustee nor the Delaware Trustee shall be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (hi) Anything in this Agreement to the contrary notwithstanding, in no event shall the Owner Trustee or the Delaware Trustee be liable under or in connection with this Agreement or the Trust for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits; (j) Neither the Owner Trustee nor the Delaware Trustee shall be required to investigate any claims with respect to any breach of a representation or warranty under any of the Transaction Documents. For the avoidance of doubt, neither the Owner Trustee nor the Delaware Trustee shall be responsible for evaluating the qualifications of any mediator or arbitrator, or be personally liable for paying the fees or expenses of any mediation or arbitration initiated by a requesting party; and (k) Neither the Owner Trustee nor the Delaware Trustee shall be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeureforces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the Owner Trustee or and the Delaware Trustee, as applicable, Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance of their respective obligations as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit).

Acceptance of Trusts and Duties. Each of the Owner Trustee and the Delaware The Eligible Lender Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this AgreementAgreement for the benefit of the Certificateholders. The Owner Eligible Lender Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon under the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the Delaware The Eligible Lender Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith 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 Eligible Lender Trustee; provided, however, that in no event shall the Eligible Lender Trustee be liable under any theory of tort, contract, strict liability or other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the Delaware Trustee, as applicableparties regardless of whether or not the Eligible Lender Trustee has been advised of the possibility of such damages. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Eligible Lender Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Owner Eligible Lender Trustee or unless it is proved that the Delaware TrusteeEligible Lender Trustee was negligent in ascertaining the pertinent facts; (b) neither the Owner Trustee nor the Delaware Eligible Lender 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 Administrator Administrator, the Depositor or any Certificateholder or Certificateholdersthe Certificateholders of Certificates evidencing the requisite percentage of the Certificate Balance; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Trustee or the Delaware Eligible Lender 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 or the Delaware Eligible Lender Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or for any amounts owing under the Trust Certificates; (e) neither the Owner Trustee nor the Delaware Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, character genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, Certificates and neither the Owner Trustee nor the Delaware Eligible Lender Trustee shall in any no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents; (f) neither the Owner Trustee nor the Delaware Eligible Lender Trustee shall not be liable for the action or inaction, default or misconduct of the Depositor, Administrator, the Seller, the Depositor, the Indenture Trustee or the Master Servicer under this Agreement or any of the other Basic Document Documents or otherwise, otherwise and neither the Owner Trustee nor the Delaware Eligible Lender Trustee shall have any no obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Transfer and Servicing Agreement, the Indenture Trustee under the Indenture or the Servicer any Terms Supplement or the Seller Master Servicer under the Sale Transfer and Servicing Agreement or any other Person under any of the Basic Documents;Agreement; and (g) neither the Owner Trustee nor the Delaware Eligible Lender Trustee shall be under any 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 Certificateholders, unless such Certificateholders have offered to the Owner Eligible Lender Trustee or the Delaware Trustee, as applicable, security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Eligible Lender Trustee or the Delaware Trustee, as applicable, therein or thereby; the . The right of the Owner Trustee and the Delaware Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Eligible Lender Trustee shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) in no event shall the Owner Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit).

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby created continued and each agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of set forth in this Agreement and the other 2016-A Basic Documents. Neither the The Owner Trustee nor the Delaware Trustee shall not be answerable or accountable hereunder or under any other 2016-A Basic Document under any circumstances, except (i) for its own willful misconduct, bad 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 or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Trustee shall not be liable for any error of judgment made in good faith by the Owner Trustee or the Delaware Trustee; (b) neither the Owner Trustee nor the Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the instructions of the Administrator or any Certificateholder or CertificateholdersCertificateholder; (c) no provision of this Agreement or any other the 2016-A Basic Document shall require the Owner Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other 2016-A Basic Document if the Owner Trustee or the Delaware 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 or the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the 2016-A Basic DocumentDocuments, including the principal of and interest on the Notes or any amounts payable on the Trust Certificates; (e) neither the Owner Trustee nor the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the 2016-A Basic Documents, other than the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for in the Basic Documentsherein; (f) neither the Owner Trustee nor the Delaware Trustee shall not be liable for the default or misconduct of the Administrator, the Seller, the DepositorTransferor, the Indenture Trustee Trustee, the Paying Agent, the Note Paying Agent or the Servicer under any 2016-A Basic Document or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any no obligation or liability to perform the obligations of the Issuer under this Agreement or the other 2016-A Basic Documents that are required to be performed by the Administrator under the 2016-A Administration Agreement, the Indenture Trustee or the Note Paying Agent under the Indenture Indenture, the Paying Agent under this Agreement or the Servicer or the Seller under the Sale and 2016-A Servicing Agreement or any other Person under any of the Basic DocumentsAgreement; (g) neither the Owner Trustee nor the Delaware Trustee shall be under any 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 2016-A Basic Document, at the request, order or direction of any of the CertificateholdersCertificateholder, unless such Certificateholders have Certificateholder has offered to the Owner Trustee or the Delaware Trustee, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, therein or thereby; and the right of the Owner Trustee and the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other 2016-A Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) in no event shall the Owner Trustee shall have no responsibility for the accuracy of any information provided to Certificateholders or the Delaware Trustee be responsible any other individual or liable for any failure entity that has been obtained from, or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that provided to the Owner Trustee or the Delaware Trusteeby, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesany other Person; and (i) in no event shall the absence of negligence or bad faith on its part, the Owner Trustee be responsible may conclusively rely upon certificates or liable for specialOpinions 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, indirecthowever, punitive that the Owner Trustee shall have examined such certificates or consequential loss or damage (including, but not limited to, loss Opinions of profit)Counsel so as to determine compliance of the same with the requirements of this Agreement.

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby created continued and each agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of set forth in this Agreement and the other 2020-B Basic Documents. Neither the The Owner Trustee nor the Delaware Trustee shall not be answerable answerable, accountable or accountable liable hereunder or under any other 2020-B Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence in the performance of its express duties under this Agreement or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):limitation: (a) neither the Owner Trustee nor the Delaware Trustee shall not be liable for any error of judgment made in good faith by the Owner Trustee or the Delaware Trustee; (b) neither the Owner Trustee nor the Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the instructions of the Administrator or any Certificateholder or CertificateholdersCertificateholder; (c) no provision of this Agreement or any other the 2020-B Basic Document shall require the Owner Trustee or the Delaware 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 2020-B Basic Document if the Owner Trustee or the Delaware 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 or the Delaware Trustee be liable for any representation, warranty, covenant, obligation or indebtedness of the Issuer, including that which is evidenced by or arising under any of the 2020-B Basic DocumentDocuments, including the principal of and interest on the Notes or any amounts payable on the Trust Certificates; (e) neither the Owner Trustee nor the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the 2020-B Basic Documents, other than the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for in the Basic Documentsherein; (f) neither the Owner Trustee nor shall have no obligation or duty to supervise or monitor the Delaware Trustee performance of any other Person and shall not be liable for the default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or the Servicer any other Person under any 2020-B Basic Document or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any no obligation or liability to perform the obligations of the Issuer under this Agreement or the other 2020-B Basic Documents that are required to be performed by the Administrator under the 2020-B Administration Agreement, the Indenture Trustee or the Note Paying Agent under the Indenture Indenture, the Paying Agent under this Agreement or the Servicer or the Seller under the Sale and 2020-B Servicing Agreement or any other Person under any of the Basic DocumentsAgreement; (g) neither the Owner Trustee nor the Delaware Trustee shall be under any 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 2020-B Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee or the Delaware Trustee, as applicable, has been provided security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, therein or thereby; and the right of the Owner Trustee and the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other 2020-B Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall not be answerable or liable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) the Owner Trustee shall have no responsibility for the accuracy of any information provided to Certificateholders or any other individual or entity that has been obtained from, or provided to the Owner Trustee by, any other Person; (i) in the absence of negligence, willful misconduct or bad faith 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; (j) in no event shall will the Owner Trustee have any responsibility to monitor compliance with or enforce compliance with the Delaware credit risk retention requirements for asset-backed securities or other rules or regulations relating to credit risk retention; the Owner Trustee will not be charged with knowledge of such rules, nor will it be liable to any Noteholder, Certificateholder, the Depositor, the Servicer or any other person for violation of such rules now or hereinafter in effect; (k) 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 (i) special, consequential or punitive damages, however styled, including, lost profits or (ii) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Issuer’s securities or assets; (l) notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be responsible or liable for its failure to perform under this Agreement or for any losses to the Issuer resulting from any event beyond the reasonable control of the Owner Trustee, its agents or subcustodians, including nationalization, strikes, expropriation, devaluation, seizure, or similar action by any Governmental Authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such Governmental Authority of currency restrictions, exchange controls, levies or other charges affecting the Issuer’s property; or the breakdown, failure or delay malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God; or any other similar event; (m) the Owner Trustee shall not be required to provide, on its own behalf, any surety bond or other kind of security in connection with the execution of any of its trusts or powers under this Agreement or any other Basic Document or the performance of its obligations hereunder arising out duties hereunder. (n) Each of or caused bythe parties hereto hereby agrees and, directly or indirectlyas evidenced by its acceptance of any benefits hereunder, by Force Majeure; it being understood any Certificateholder agrees that the Owner Trustee in any capacity (i) has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, regulatory, financial, investment, securities law or insurance implications and consequences of the formation, funding and ongoing administration of the 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, (ii) has not made any investigation as to the accuracy of any representations, warranties or other obligations of the Issuer under the 2020-B Basic Documents and shall have no liability in connection therewith and (iii) the Owner Trustee has not prepared or verified, and shall not be responsible or liable for, any information, disclosure or other statement in any disclosure or offering document or in any other document issued or delivered in connection with the sale or transfer of the Notes; (o) notwithstanding anything contained herein 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 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 the Owner Trustee; (ii) result in any fee, as applicabletax 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; the Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of the Issuer) to determine whether any action required to be taken pursuant to the Agreement results in the consequences described in clauses (i), (ii) and (iii) above; and in the event that said counsel advises the Owner Trustee that such action will result in such consequences, the Owner Trustee may, or if instructed to do so by the Depositor, shall use appoint an additional trustee pursuant to Section 10.05 to proceed with such action. (p) it shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Administrator and to comply with any reasonable efforts which are consistent with accepted practices request made by the Administrator for the delivery of information or documents to the Administrator in the banking industry Owner Trustee’s actual possession relating to resume performance as soon as practicable under the circumstancesany such regulatory, administrative, governmental, investigative or other proceeding or inquiry; and (iq) in no event shall the Owner Trustee shall not be responsible deemed to have knowledge or liable for special, indirect, punitive notice of any fact or consequential loss event unless an Authorized Officer of the Owner Trustee has actual knowledge thereof or damage (including, but not limited to, loss unless written notice of profit)such fact or event is received by an Authorized Officer and such notice references the fact or event.

Acceptance of Trusts and Duties. Each of the Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this AgreementAgreement and the Transaction Documents. The Each of the Owner Trustee and the Delaware Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Transaction Documents and this Agreement and the other Basic DocumentsAgreement. Neither the Owner Trustee nor the Delaware Trustee shall be answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 below expressly made by the Owner Trustee or the Delaware Trustee, as applicablethe case may be. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Trustee shall be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee or the Delaware Trustee, as applicable; (b) neither the Owner Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or any Certificateholder or Certificateholders; (c) no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Transaction Document if the Owner Trustee or the Delaware Trustee Trustee, as the case may be, shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (dc) under no circumstances shall the Owner Trustee or the Delaware Trustee be liable for indebtedness evidenced by or arising under any Basic Documentof the Transaction Documents, including the principal of and interest on the Notes or the Trust CertificatesNotes; (ed) neither the Owner Trustee nor the Delaware Trustee shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor and the Delaware Trustee shall in any no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, the Transferor other than as expressly provided for herein and in the Basic Transaction Documents; (fe) neither the Owner Trustee nor the Delaware Trustee shall be liable for the default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or the Master Servicer under any Basic Document of the Transaction Documents or otherwise, otherwise and neither the Owner Trustee nor the Delaware Trustee shall have any obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or Indenture, the Master Servicer or the Seller under the Sale and Servicing Agreement Agreement, or any other Person under any of the Basic DocumentsRegistrar or the Administrator hereunder; (gf) neither the Owner Trustee nor the Delaware Trustee shall be under 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 Transaction Document, at the request, order or direction of any of the CertificateholdersTransferor, unless such Certificateholders have the Transferor has offered to the Owner Trustee or the Delaware Trustee, as applicablethe case may be, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicablethe case may be, therein or thereby; the . The right of the Owner Trustee and or the Delaware Trustee Trustee, as the case may be, to perform any discretionary act enumerated in this Agreement or in any other Basic Transaction Document shall not be construed as a duty, and neither the Owner Trustee nor and the Delaware Trustee shall be answerable for other than its their gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (g) notwithstanding anything contained herein to the contrary, the Delaware Trustee will not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action (i) requires 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 the Delaware Trustee (other than any registration, licensing or taking of any other similar action that at the time of such action is in effect or has been taken); (ii) results 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 Delaware Trustee; or (iii) subjects the Delaware 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 Delaware Trustee contemplated hereby. The Delaware Trustee will be entitled to obtain advice of counsel (which advice will be an expense of the Transferor) to determine whether any action required to be taken pursuant to the Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. If said counsel advises the Delaware Trustee that such action will result in such consequences, the Transferor will appoint an additional trustee pursuant to Section 10.5 hereof to proceed with such action; and (h) in no event shall neither the Owner Trustee or nor the Delaware Trustee shall be responsible liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Depositor or any Owner to the extent such action or direction is permitted by the Transaction Documents. With respect to the Noteholders, the Owner Trustee undertakes to perform or observe only such of the covenants and obligations of the Owner Trustee as are expressly set forth in this Agreement, and no implied covenants or obligations with respect to the Noteholders shall be read into this Agreement or the other Transaction Documents against the Owner Trustee. The Owner Trustee shall not be deemed to owe any fiduciary duty to the Noteholders, and shall not be liable to any such person for any the failure of the Trust to perform its obligations to such persons other than as a result of the gross negligence or delay willful misconduct of the Owner Trustee in the performance of its express obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit)this Agreement.

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby created continued and each agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of set forth in this Agreement and the other 2021-A Basic Documents. Neither the The Owner Trustee nor the Delaware Trustee shall not be answerable answerable, accountable or accountable liable hereunder or under any other 2021-A Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence in the performance of its express duties under this Agreement or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):limitation: (a) neither the Owner Trustee nor the Delaware Trustee shall not be liable for any error of judgment made in good faith by the Owner Trustee or the Delaware Trustee; (b) neither the Owner Trustee nor the Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the instructions of the Administrator or any Certificateholder or CertificateholdersCertificateholder; (c) no provision of this Agreement or any other the 2021-A Basic Document shall require the Owner Trustee or the Delaware 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 2021-A Basic Document if the Owner Trustee or the Delaware 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 or the Delaware Trustee be liable for any representation, warranty, covenant, obligation or indebtedness of the Issuer, including that which is evidenced by or arising under any of the 2021-A Basic DocumentDocuments, including the principal of and interest on the Notes or any amounts payable on the Trust Certificates; (e) neither the Owner Trustee nor the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the 2021-A Basic Documents, other than the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for in the Basic Documentsherein; (f) neither the Owner Trustee nor shall have no obligation or duty to supervise or monitor the Delaware Trustee performance of any other Person and shall not be liable for the default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or the Servicer any other Person under any 2021-A Basic Document or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any no obligation or liability to perform the obligations of the Issuer under this Agreement or the other 2021-A Basic Documents that are required to be performed by the Administrator under the 2021-A Administration Agreement, the Indenture Trustee or the Note Paying Agent under the Indenture Indenture, the Paying Agent under this Agreement or the Servicer or the Seller under the Sale and 2021-A Servicing Agreement or any other Person under any of the Basic DocumentsAgreement; (g) neither the Owner Trustee nor the Delaware Trustee shall be under any 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 2021-A Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee or the Delaware Trustee, as applicable, has been provided security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, therein or thereby; and the right of the Owner Trustee and the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other 2021-A Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall not be answerable or liable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) the Owner Trustee shall have no responsibility for the accuracy of any information provided to Certificateholders or any other individual or entity that has been obtained from, or provided to the Owner Trustee by, any other Person; (i) in the absence of negligence, willful misconduct or bad faith 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; (j) in no event shall will the Owner Trustee have any responsibility to monitor compliance with or enforce compliance with the Delaware credit risk retention requirements for asset-backed securities or other rules or regulations relating to credit risk retention; the Owner Trustee will not be charged with knowledge of such rules, nor will it be liable to any Noteholder, Certificateholder, the Depositor, the Servicer or any other person for violation of such rules now or hereinafter in effect; (k) 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 (i) special, consequential or punitive damages, however styled, including, lost profits or (ii) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Issuer’s securities or assets; (l) notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be responsible or liable for its failure to perform under this Agreement or for any losses to the Issuer resulting from any event beyond the reasonable control of the Owner Trustee, its agents or subcustodians, including nationalization, strikes, expropriation, devaluation, seizure, or similar action by any Governmental Authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such Governmental Authority of currency restrictions, exchange controls, levies or other charges affecting the Issuer’s property; or the breakdown, failure or delay malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God; or any other similar event; (m) the Owner Trustee shall not be required to provide, on its own behalf, any surety bond or other kind of security in connection with the execution of any of its trusts or powers under this Agreement or any other Basic Document or the performance of its obligations hereunder arising out duties hereunder. (n) Each of or caused bythe parties hereto hereby agrees and, directly or indirectlyas evidenced by its acceptance of any benefits hereunder, by Force Majeure; it being understood any Certificateholder agrees that the Owner Trustee in any capacity (i) has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, regulatory, financial, investment, securities law or insurance implications and consequences of the formation, funding and ongoing administration of the 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, (ii) has not made any investigation as to the accuracy of any representations, warranties or other obligations of the Issuer under the 2021-A Basic Documents and shall have no liability in connection therewith and (iii) the Owner Trustee has not prepared or verified, and shall not be responsible or liable for, any information, disclosure or other statement in any disclosure or offering document or in any other document issued or delivered in connection with the sale or transfer of the Notes; (o) notwithstanding anything contained herein 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 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 the Owner Trustee; (ii) result in any fee, as applicabletax 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; the Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of the Issuer) to determine whether any action required to be taken pursuant to the Agreement results in the consequences described in clauses (i), (ii) and (iii) above; and in the event that said counsel advises the Owner Trustee that such action will result in such consequences, the Owner Trustee may, or if instructed to do so by the Depositor, shall use appoint an additional trustee pursuant to Section 10.05 to proceed with such action; (p) it shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Administrator and to comply with any reasonable efforts which are consistent with accepted practices request made by the Administrator for the delivery of information or documents to the Administrator in the banking industry Owner Trustee’s actual possession relating to resume performance as soon as practicable under the circumstancesany such regulatory, administrative, governmental, investigative or other proceeding or inquiry; and (iq) in no event shall the Owner Trustee shall not be responsible deemed to have knowledge or liable for special, indirect, punitive notice of any fact or consequential loss event unless an Authorized Officer of the Owner Trustee has actual knowledge thereof or damage (including, but not limited to, loss unless written notice of profit)such fact or event is received by an Authorized Officer and such notice references the fact or event.

Acceptance of Trusts and Duties. Each of the Owner Eligible Lender Trustee and the Delaware Trustee accepts the trusts hereby created and each of them agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Eligible Lender Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or 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 Eligible Lender Trustee or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be liable for any error of judgment judgment, except for such error resulting from willful misconduct or negligence as set forth in the preceding paragraph, made in good faith by an Authorized Officer of the Owner Eligible Lender Trustee or the Delaware Trustee; (b) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken by it in accordance with the direction or instructions of the Administrator Administrator, the Depositor or any Certificateholder or Certificateholdersthe Excess Distribution Certificateholder; (c) no provision of this Agreement or any other Basic Document shall require the Owner Eligible Lender Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Eligible Lender Trustee or the Delaware 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 Eligible Lender Trustee or the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or the Trust CertificatesNotes; (e) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than (in the case of the Eligible Lender Trustee) the certificate of authentication on the Trust CertificatesExcess Distribution Certificate, and neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall in any event assume or incur any liability, duty duty, or obligation to any Noteholder or to any the Excess Distribution Certificateholder, other than as expressly provided for herein and in the other Basic Documents; (f) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be liable for the action or inaction, default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or Trustee, the Servicer [or any Swap Counterparty] under any of the other Basic Document Documents or otherwise, and neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall have any obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement [or any other Person a Swap Counterparty under any of the Basic Documentsrelated Swap Agreement]; (g) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be under 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 Agreement, any other Basic Document, at the request, order or direction of any of the CertificateholdersDepositor or the Excess Distribution Certificateholder, unless the Depositor or such Certificateholders have holder has offered to the Owner Eligible Lender Trustee or the Delaware Trustee, as applicablethe case may be, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Eligible Lender Trustee or the Delaware Trustee, as applicablethe case may be, therein or thereby; the . The right of the Owner Eligible Lender Trustee and or the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be answerable for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) in no event shall the Owner Eligible Lender Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeureforces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the Owner Eligible Lender Trustee or the Delaware Trustee, as applicable, Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance of their respective obligations as soon as practicable under the circumstances; and (i) in no event shall the Owner Eligible Lender Trustee or the Delaware Trustee be responsible or liable for any special, indirect, punitive indirect or consequential loss or damage (including, but not limited to, of any kind whatsoever irrespective of whether the Eligible Lender Trustee or the Delaware Trustee has been advised of the likelihood of such loss or damage and regardless of profit)the form of action.

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither Documents to which the Issuing Entity or the Owner Trustee nor the Delaware 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 misconduct, bad 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 or the Delaware Trustee, as applicable. In particular, but not by way of limitation (limitation, and subject to the exceptions set forth in the preceding sentence):: (a) neither the Owner Trustee nor the Delaware Trustee shall not be liable for any error in judgment of judgment an officer of the Owner Trustee made in good faith by faith, unless it is proved that such officer was negligent in ascertaining the Owner Trustee or the Delaware Trustee;facts; 18 (NALT 2015-A Amended and Restated Trust Agreement) (b) neither the Owner Trustee nor the Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of any Trust Certificateholder, the Administrator Depositor, the Indenture Trustee, the Administrative Agent or any Certificateholder or Certificateholdersthe Servicer; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee or the Delaware 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 or the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or the principal of the Trust Certificates; (e) neither the Owner Trustee nor the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any no event assume be deemed to have assumed or incur incurred any liability, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuing Entity or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents; (f) neither the Owner Trustee nor the Delaware Trustee shall not be liable for the default misfeasance, malfeasance or misconduct nonfeasance of the AdministratorServicer, the SellerAdministrative Agent, the Depositor, Depositor or the Indenture Trustee or the Servicer under any of the Basic Document Documents or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any no obligation or liability to perform the obligations of the Issuer Issuing Entity or the Depositor under this Agreement or the other Basic Documents that are required to be performed by the Administrator Servicer under the Administration Servicing Agreement or the SUBI Trust Agreement, the Administrative Agent under the Trust Administration Agreement or the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person under any of the Basic DocumentsIndenture; (g) neither the Owner Trustee nor the Delaware Trustee shall be under any 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 Certificateholders, Trust Certificateholder unless such Certificateholders Trust Certificateholder have offered to the Owner Trustee or the Delaware Trustee, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, therein or thereby; the right of the Owner Trustee and the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall not be answerable for other than its gross negligencebad faith, bad faith negligence or willful misconduct in the performance of any such act;; and (h) in no event shall the Owner Trustee or the Delaware Trustee shall not be responsible or personally liable for (x) special, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any failure nominee, correspondent, clearing agency or delay in securities depository through which it holds the performance Trust’s securities or assets or (z) any losses due to forces beyond the reasonable control of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or the Delaware Trustee, as applicableincluding, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible without limitation, strikes, work stoppages, acts of war or liable for specialterrorism, indirectinsurrection, punitive revolution, nuclear or consequential natural catastrophes or acts of God and interruptions, loss or damage malfunctions of utilities, communications or computer (including, but not limited to, loss of profitsoftware and hardware) services. 19 (NALT 2015-A Amended and Restated Trust Agreement).

Acceptance of Trusts and Duties. (a) Each of the Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Transaction Documents and this Agreement and the other Basic DocumentsAgreement. Neither the Owner Trustee nor the Delaware 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 misconduct, bad faith or gross negligence or negligence, (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 the Delaware TrusteeCiticorp 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 limitation (and subject to of the exceptions set forth in the preceding sentence):foregoing: (ai) neither the The Owner Trustee nor the Delaware Trustee shall not be personally liable for any error of judgment made in good faith by any of its officers or employees unless it is proved that such persons were negligent in ascertaining the Owner Trustee or the Delaware Trusteepertinent facts; (bii) neither the Owner Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or any Certificateholder or Certificateholders; (c) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware 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 other Basic Document if the Owner Trustee or the Delaware Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to ithereunder; (diii) under Under no circumstances shall the Owner Trustee or the Delaware Trustee be personally liable for any representation, warranty, covenant, obligation or indebtedness evidenced by or arising under any Basic Document, including of the principal of and interest on the Notes or the Trust CertificatesIssuer; (eiv) neither The Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge thereof or unless written notice of such fact or event is received by a Responsible Officer and such notice references the fact or event; (v) Neither the Owner Trustee nor the Issuer Delaware Trustee shall be personally liable for (x) special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency, securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the control of the Owner Trustee or the Issuer Delaware Trustee, as applicable, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, pandemics, epidemics, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; (vi) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any interest thereon. Money held in trust need not be segregated from all other funds except and to the extent required by law or the terms of this Agreement; (vii) The Trustees shall have no responsibility for preparing, filing or maintaining any trust licensing or qualifications to do business, securities law filing or tax filing, and in no event will either 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; (viii) The Owner Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, Person other than the certificate Owner Trustee; (ix) Notwithstanding anything contained herein to the contrary, the Trustees shall not be required to take any action in any jurisdiction other than in the State of authentication Delaware if the taking of such action will, even after the appointment of a co-trustee or separate trustee in accordance with Section 10.5 hereof, (i) 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 the Trustees (as such or in their 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 Trust Certificates, and neither date hereof other than the State of Delaware becoming payable by the Trustees (as such or in their individual capacity); or (iii) subject the Trustees (as such or in their individual capacity) to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Trustees contemplated hereby; and (x) Neither the Owner Trustee nor the Delaware Trustee shall in any event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for in the Basic Documents; (f) neither the Owner Trustee nor the Delaware Trustee shall be liable for the default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or the Servicer under any Basic Document or otherwise, and neither the Owner Trustee nor the Issuer Delaware Trustee shall have any obligation liability for any determination made in connection with, or liability action or inaction taken or refrained from being taken by it with respect to, any Benchmark Replacement, Benchmark Transition Event, Benchmark Replacement Conforming Changes, Benchmark Replacement Adjustment, Benchmark Determination Date, Benchmark Replacement Date or any other matters related to perform or arising in connection with the obligations of foregoing. (b) It shall be the Administrator’s duty and responsibility, and not the Trustees’ duty or responsibility, to cause the Issuer under this Agreement to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the other Basic Documents that are required conduct of its business; provided, that, the Trustees hereby agree to be performed cooperate with the Administrator and to comply with any reasonable request made by the Administrator under for the Administration Agreement, the Indenture Trustee under the Indenture delivery of information or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person under any of the Basic Documents; (g) neither the Owner Trustee nor the Delaware Trustee shall be under 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 Certificateholders, unless such Certificateholders have offered documents to the Owner Trustee or the Delaware Trustee, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, therein or thereby; the right of the Owner Trustee and the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall be answerable for other than its gross negligence, bad faith or willful misconduct Administrator in the performance of Trustees’ actual possession relating to any such act; (h) in no event shall the Owner Trustee regulatory, administrative, governmental, investigative or the Delaware Trustee be responsible other proceeding or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit)inquiry.

Acceptance of Trusts and Duties. Each of the Owner Trustee and the Delaware Trustee accepts the trusts trust hereby created and each agrees to perform its duties hereunder with respect to such trusts, trust but only upon the terms of this Agreement. The Each of the Owner Trustee and the Delaware Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate Assets upon the terms of the Transaction Documents and this Agreement and the other Basic DocumentsAgreement. Neither the Owner Trustee nor the Delaware Trustee shall be answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except that the foregoing limitation shall not limit the liability, if any, that the Owner Trustee or the Delaware Trustee may have to the Equity Certificateholder (i) for its the Owner Trustee's or the Delaware Trustee's own willful misconduct, bad faith faith, or gross negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or the Delaware TrusteeTrustee in its individual capacity, as applicable(iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.04 hereof, (iv) for any investments issued by the Owner Trustee or any branch or affiliate thereof in its commercial capacity, or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee or the Delaware Trustee in connection with any of the transactions contemplated by this Agreement or any other Transaction Document. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Trustee shall be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee or the Delaware Trustee, as applicable, which did not result from willful misconduct or negligence on the part of such Responsible Officer; (b) neither the Owner Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator Administrator, the Required Holders or any Certificateholder or Certificateholdersthe Equity Certificateholder; (c) no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Transaction Document if the Owner Trustee or the Delaware 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 or the Delaware Trustee be liable for indebtedness evidenced by or arising under any Basic Documentof the Transaction Documents, including the principal of and interest on the Notes or the Trust CertificatesNotes; (e) neither the Owner Trustee nor the Delaware Trustee shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust EstateAssets, or for or in respect of the validity or sufficiency of the Basic any Transaction Documents, other than its signature on behalf of the Trust on, and the certificate of authentication on on, the Trust CertificatesEquity Certificate, and neither the Owner Trustee nor and the Delaware Trustee shall in any no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholderor, other than as expressly provided for in herein, to the Basic DocumentsEquity Certificateholder; (f) neither the Owner Trustee nor the Delaware Trustee shall be liable for the default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or the Servicer under any Basic Document of the Transaction Documents or otherwise, otherwise and neither the Owner Trustee nor the Delaware Trustee shall have any no obligation or liability to perform or monitor the performance of the obligations of the Issuer Trust under this Agreement or the other Basic Transaction Documents that are required to be performed by the Administrator under this Agreement or the Administration Agreement, by the Indenture Trustee under this Agreement or the Indenture or by the Servicer or the Seller under the Sale and Servicing Agreement or any other Person Depositor under any of the Basic Documents;Transaction Document; and (g) neither the Owner Trustee nor the Delaware Trustee shall be under 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 Transaction Document, at the request, order or direction of any of the CertificateholdersEquity Certificateholder, unless such Certificateholders have the Equity Certificateholder has offered to the Owner Trustee or and/or the Delaware Owner Trustee, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, therein or thereby; the . The right of the Owner Trustee and the Delaware 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 and, except as otherwise provided in the third sentence of Section 7.01, neither the Owner Trustee nor the Delaware Trustee shall be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) in no event shall the Owner Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit).

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby created continued and each agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of set forth in this Agreement and the other 2017-A Basic Documents. Neither the The Owner Trustee nor the Delaware Trustee shall not be answerable or accountable hereunder or under any other 2017-A Basic Document under any circumstances, except (i) for its own willful misconduct, bad 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 or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Trustee shall not be liable for any error of judgment made in good faith by the Owner Trustee or the Delaware Trustee; (b) neither the Owner Trustee nor the Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the instructions of the Administrator or any Certificateholder or CertificateholdersCertificateholder; (c) no provision of this Agreement or any other the 2017-A Basic Document shall require the Owner Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other 2017-A Basic Document if the Owner Trustee or the Delaware 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 or the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the 2017-A Basic DocumentDocuments, including the principal of and interest on the Notes or any amounts payable on the Trust Certificates; (e) neither the Owner Trustee nor the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the 2017-A Basic Documents, other than the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for in the Basic Documentsherein; (f) neither the Owner Trustee nor the Delaware Trustee shall not be liable for the default or misconduct of the Administrator, the Seller, the DepositorTransferor, the Indenture Trustee Trustee, the Paying Agent, the Note Paying Agent or the Servicer under any 2017-A Basic Document or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any no obligation or liability to perform the obligations of the Issuer under this Agreement or the other 2017-A Basic Documents that are required to be performed by the Administrator under the 2017-A Administration Agreement, the Indenture Trustee or the Note Paying Agent under the Indenture Indenture, the Paying Agent under this Agreement or the Servicer or the Seller under the Sale and 2017-A Servicing Agreement or any other Person under any of the Basic DocumentsAgreement; (g) neither the Owner Trustee nor the Delaware Trustee shall be under any 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 2017-A Basic Document, at the request, order or direction of any of the CertificateholdersCertificateholder, unless such Certificateholders have Certificateholder has offered to the Owner Trustee or the Delaware Trustee, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, therein or thereby; and the right of the Owner Trustee and the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other 2017-A Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) in no event shall the Owner Trustee shall have no responsibility for the accuracy of any information provided to Certificateholders or the Delaware Trustee be responsible any other individual or liable for any failure entity that has been obtained from, or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that provided to the Owner Trustee or the Delaware Trusteeby, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesany other Person; and (i) in no event shall the absence of negligence or bad faith 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. (j) In no event will 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 credit risk retention. The Owner Trustee will not be responsible charged with knowledge of such rules, nor will it be liable to any Noteholder, Certificateholder, the Depositor, the Servicer or liable any other person for special, indirect, punitive violation of such rules now or consequential loss or damage (including, but not limited to, loss of profit)hereinafter in effect.

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither Documents to which the Issuing Entity or the Owner Trustee nor the Delaware 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 misconduct, bad 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 or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):addition: (a) neither the Owner Trustee nor the Delaware Trustee shall not be liable for any error in judgment of judgment an officer of the Owner Trustee made in good faith by faith, unless it is proved that such officer was negligent in ascertaining the Owner Trustee or the Delaware Trusteefacts; (b) neither the Owner Trustee nor the Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of any Trust Certificateholder, the Administrator Depositor, the Indenture Trustee, the Administrative Agent, the Asset Representations Reviewer or any Certificateholder or Certificateholdersthe Servicer; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee or the Delaware 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 or the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or the principal of the Trust Certificates;; 20 (NALT 2020-B Amended and Restated Trust Agreement) (e) neither the Owner Trustee nor the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any no event assume be deemed to have assumed or incur incurred any liability, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuing Entity or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents; (f) neither the Owner Trustee nor the Delaware Trustee shall not be liable for the default or misconduct of the AdministratorServicer, the SellerAsset Representations Reviewer, the DepositorAdministrative Agent, the Depositor or the Indenture Trustee or the Servicer under any of the Basic Document Documents or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any no obligation or liability to perform the obligations of the Issuer Issuing Entity or the Depositor under this Agreement or the other Basic Documents that are required to be performed by the Administrator Servicer under the Administration Servicing Agreement or the SUBI Trust Agreement, the Administrative Agent under the Trust Administration Agreement or the Indenture Trustee under the Indenture or the Servicer or the Seller Asset Representations Reviewer under the Sale and Servicing Agreement or any other Person under any of the Basic DocumentsAsset Representations Review Agreement; (g) neither the Owner Trustee nor the Delaware Trustee shall be under any 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 Certificateholders, Trust Certificateholder unless such Certificateholders Trust Certificateholder have offered to the Owner Trustee or the Delaware Trustee, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, therein or thereby; the right of the Owner Trustee and the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall not be answerable for other than its gross negligencebad faith, bad faith negligence or willful misconduct in the performance of any such act; (h) in no event provision of the Basic Documents shall be deemed to impose any duty or obligation on the Owner Trustee to take or the Delaware Trustee omit to take any action, suffer any action to be responsible taken or liable for any failure or delay omitted, in the performance of its obligations hereunder arising out duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Owner Trustee, expose it to liability or caused by, directly or indirectly, by Force Majeure; violate applicable law binding upon it being understood that (which determination may be based on an Opinion of Counsel); (i) the Owner Trustee shall not be deemed to have knowledge of any breach of any representation or warranty, or other event unless the Delaware Owner Trustee has received written notice thereof in accordance with the provisions of this Agreement; provided that, for the avoidance of doubt, receipt by the Owner Trustee of a Review Report shall not constitute actual or constructive knowledge of any breach of a representation or warranty; (j) the Owner Trustee shall not be personally liable for (x) special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits, (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Trust’s securities or assets or (z) any losses due to forces beyond the reasonable control of the Owner Trustee, as applicableincluding, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstanceswithout limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, 21 (NALT 2020-B Amended and Restated Trust Agreement) epidemic or pandemic, quarantine, shelter-in-place or similar directive, guidance, policy or other action by any governmental authorities and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; and (ik) in no event shall the Owner Trustee shall not be responsible obligated to monitor, supervise or liable for specialenforce the performance of the Depositor or NMAC under the Basic Documents, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit)except as otherwise expressly specified herein and in the other Basic Documents.

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic Documents. The Trust Agent agrees to perform its duties hereunder upon the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the Trust Agent shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Owner Trustee or the Trust Agent and, in the absence of bad faith on the part of the Owner Trustee or the Trust Agent, as applicable, the Owner Trustee and the Trust Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Owner Trustee or the Trust Agent and conforming to the requirements of this Agreement. The Each of the Owner Trustee also and the Trust Agent agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or 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 or the Delaware TrusteeTrust Agent, as applicablethe case may be. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee or the Delaware TrusteeTrust Agent, respectively; (b) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with this Agreement, the instructions Basic Documents or the written direction of the Administrator or any Certificateholder or CertificateholdersOwner; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Trustee Trust Agent 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 or the Delaware Trustee Trust Agent 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 or the Delaware Trustee Trust Agent be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or the Trust CertificatesNotes; (e) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust CertificatesResidual Interest Instruments, and neither the Owner Trustee nor the Delaware Trustee Trust Agent shall in any event assume or incur any liability, duty or obligation to any Noteholder or to any CertificateholderOwner, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be liable for the default or misconduct of the Administrator, the SellerDepositor, the DepositorInsurer, the Indenture Trustee or the Servicer under any of the Basic Document Documents or otherwise, otherwise and neither the Owner Trustee nor the Delaware Trustee Trust Agent shall have any obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller Depositor under the Sale and Servicing Agreement or any other Person under any of the Basic DocumentsAgreement; (g) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be under 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 CertificateholdersOwners, unless such Certificateholders Owners have offered to the Owner Trustee or the Delaware TrusteeTrust Agent, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware TrusteeTrust Agent, as applicable, therein or thereby; the right of the Owner Trustee and the Delaware Trustee Trust Agent to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be answerable for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) anything in this Agreement to the contrary notwithstanding, in no event shall the Owner Trustee or the Delaware Trustee Trust Agent be responsible or liable for special, indirect or consequential loss or damage of any failure kind whatsoever (including but not limited to lost profit), even if the Owner Trustee or delay in Trust Agent has been advised of the performance likelihood of its obligations hereunder arising out such loss or damage and regardless of the form of action; (i) neither the Owner Trustee nor the Trust Agent shall be required to take notice or caused bybe deemed to have notice or knowledge of any default, directly any Event of Default or indirectly, by Force Majeure; it being understood that Servicer Default under any of the Basic Documents unless a Responsible Officer of the Owner Trustee or the Delaware Trust Agent, respectively, shall have received written notice thereof. In the absence of receipt of such notice, the Owner Trustee and Trust Agent may conclusively assume that there is no default, Event of Default or Servicer Default; (j) Notwithstanding any Person's right to instruct the Owner Trustee, neither the Owner Trustee nor any agent, employee, director or officer of the Owner Trustee shall have any obligation to execute any certificates or other documents required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or the rules and regulations promulgated thereunder, and the refusal to comply with any such instructions shall not constitute a default or breach under any Basic Document. (k) each of the Owner Trustee and the Trust Agent may rely and shall be protected in acting or refraining from acting upon any resolution, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (l) each of the Owner Trustee and the Trust Agent may consult with counsel and any advice or opinion of counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; (m) neither the Owner Trustee nor the Trust Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Administrator or Owners; provided, however, that if the payment within a reasonable time to the Owner Trustee or Trust Agent, as applicable, shall use reasonable efforts which are consistent with accepted practices of the costs, expenses or liabilities likely to be incurred by it in the banking industry making of such investigation is, in the opinion of the Owner Trustee or Trust Agent, as applicable, not reasonably assured to resume performance it by the security afforded to them by the terms of this Agreement, the Owner Trustee or Trust Agent, as soon applicable, may require reasonable indemnity against such cost, expense or liability as practicable under a condition to taking any such action; (n) neither the circumstancesOwner Trustee nor the Trust Agent shall be required to give any bond or surety in respect of the execution of the Trust created hereby or the powers granted hereunder; and (io) in no event shall each of the Owner Trustee and Trust Agent may execute any of their respective trusts or powers hereunder or perform any of their respective duties hereunder either directly or by or through agents, attorneys or custodians, and neither the Owner Trustee nor the Trust Agent shall be responsible for any misconduct or liable for specialnegligence on the part of any such agent, indirectattorney or custodian appointed by the Owner Trustee or Trust Agent, punitive or consequential loss or damage (includingas applicable, but not limited to, loss of profit)with due care.

Acceptance of Trusts and Duties. Each of the Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this AgreementAgreement and the Transaction Documents. The Each of the Owner Trustee and the Delaware Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Transaction Documents and this Agreement and the other Basic DocumentsAgreement. Neither the Owner Trustee nor the Delaware Trustee shall be answerable or accountable hereunder or under any other Basic Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.3 below expressly made by the Owner Trustee or the Delaware Trustee, as applicablethe case may be. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Trustee shall be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee or the Delaware Trustee, as applicable; (b) neither the Owner Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or any Certificateholder or Certificateholders; (c) no provision of this Agreement or any other Basic Transaction Document shall require the Owner Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Transaction Document if the Owner Trustee or the Delaware Trustee Trustee, as the case may be, shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (dc) under no circumstances shall the Owner Trustee or the Delaware Trustee be liable for indebtedness evidenced by or arising under any Basic Documentof the Transaction Documents, including the principal of and interest on the Notes or the Trust CertificatesNotes; (ed) neither the Owner Trustee nor the Delaware Trustee shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Transaction Documents, other than the genuineness of the signature and countersignature of the Owner Trustee on the certificate of authentication on the Trust CertificatesOwnership Interest, and neither the Owner Trustee nor and the Delaware Trustee shall in any no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, the Transferor other than as expressly provided for herein and in the Basic Transaction Documents; (fe) neither the Owner Trustee nor the Delaware Trustee shall be liable for the default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or the Master Servicer under any Basic Document of the Transaction Documents or otherwise, otherwise and neither the Owner Trustee nor the Delaware Trustee shall have any obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or Indenture, the Master Servicer or the Seller under the Sale and Servicing Agreement Agreement, or the Registrar or any other Person under any of the Basic DocumentsPaying Agent hereunder; (gf) neither the Owner Trustee nor the Delaware Trustee shall be under 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 Transaction Document, at the request, order or direction of any of the CertificateholdersTransferor or the Insurer (so long as no Insurer Default has occurred and is continuing), unless such Certificateholders have Transferor or Insurer has offered to the Owner Trustee or the Delaware Trustee, as applicablethe case may be, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicablethe case may be, therein or thereby; the . The right of the Owner Trustee and or the Delaware Trustee Trustee, as the case may be, to perform any discretionary act enumerated in this Agreement or in any other Basic Transaction Document shall not be construed as a duty, and neither the Owner Trustee nor and the Delaware Trustee shall be answerable for other than its their gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (g) notwithstanding anything contained herein to the contrary, the Delaware Trustee will not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action (i) requires 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 the Delaware Trustee (other than any registration, licensing or taking of any other similar action that at the time of such action is in effect or has been taken); (ii) results 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 Delaware Trustee; or (iii) subjects the Delaware 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 Delaware Trustee contemplated hereby. The Delaware Trustee will be entitled to obtain advice of counsel (which advice will be an expense of the Transferor) to determine whether any action required to be taken pursuant to the Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. If said counsel advises the Delaware Trustee that such action will result in such consequences, the Transferor will appoint an additional trustee pursuant to Section 10.5 hereof to proceed with such action; and (h) in no event shall neither the Owner Trustee or nor the Delaware Trustee shall be responsible liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Insurer (so long as no Insurer Default has occurred and is continuing), the Depositor or any Owner to the extent such action or direction is permitted by the Transaction Documents. With respect to the Noteholders and the Insurer, the Owner Trustee undertakes to perform or observe only such of the covenants and obligations of the Owner Trustee as are expressly set forth in this Agreement, and no implied covenants or obligations with respect to the Noteholders or the Insurer shall be read into this Agreement or the other Transaction Documents against the Owner Trustee. The Owner Trustee shall not be deemed to owe any fiduciary duty to the Noteholders or the Insurer, and shall not be liable to any such person for any the failure of the Trust to perform its obligations to such persons other than as a result of the gross negligence or delay willful misconduct of the Owner Trustee in the performance of its express obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit)this Agreement.

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby ▇▇▇▇▇▇ created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Transaction Documents and this Agreement and the other Basic DocumentsAgreement. Neither the The Owner Trustee nor the Delaware 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 misconduct, bad faith or gross negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.5 expressly made by U.S. Bank Trust National Association in its individual capacity or (iii) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):) of the foregoing: (a) neither the The Owner Trustee nor the Delaware Trustee shall not be personally liable for any error of judgment made in good faith by any of its officers or employees unless it is proved that such Persons were negligent in ascertaining the Owner Trustee or the Delaware Trusteepertinent facts; (b) neither the The Owner Trustee nor the Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the instructions of the Depositor, the Administrator or any Certificateholder or Certificateholdersdelivered in accordance with the terms of this Agreement; (c) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware 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 other Basic Document if the Owner Trustee or the Delaware 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; (d) under Under no circumstances shall the Owner Trustee or the Delaware Trustee be personally liable for any representation, warranty, covenant, obligation or indebtedness evidenced by or arising under any Basic Document, including of the principal of and interest on the Notes or the Trust CertificatesIssuer; (e) neither the The Owner Trustee nor the Delaware 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 Depositor Owner Trustee or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the accuracy, validity or sufficiency of any statement of any other party in the Basic Transaction Documents, the Certificates or any other than the certificate of authentication on the Trust Certificates, and neither document supplied to the Owner Trustee nor the Delaware Trustee shall in any event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for in the Basic DocumentsTrustee; (f) neither The Owner Trustee shall not be deemed to have knowledge or notice of any event or information, including any Event of Default, or be required to act upon any event or information (including the sending of any notice), unless written notice of such event or information is received by a Responsible Officer of the Owner Trustee nor and such notice references the Delaware Trustee shall be liable for the default event or misconduct of the Administratorinformation. Absent written notice in accordance with this Section, the Seller, the Depositor, the Indenture Trustee or the Servicer under any Basic Document or otherwise, and neither the Owner Trustee nor the Delaware may assume that no such event has occurred. The Owner Trustee shall not have any obligation to inquire into, or investigate as to, the occurrence of any such event (including any Event of Default). For purposes of determining the Owner Trustee’s responsibility and liability hereunder, whenever reference is made in this Trust Agreement to any event (including, but not limited to, an Event of Default), such reference shall be construed to refer only to such event of which the Owner Trustee has received written notice as described in this Section. Knowledge of the Owner Trustee shall not be attributed or imputed to U.S. Bank Trust National Association’s other roles in the transaction; (g) The Owner Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Trust Agreement and the other Transaction Documents to which it is a party and no implied covenants or obligations of the Issuer under shall be read into this Agreement or the other Basic Transaction Documents that are required to be performed by against 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 under any of the Basic DocumentsOwner Trustee; (gh) neither the The Owner Trustee nor the Delaware Trustee shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or take any direction not expressly provided for 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 Transaction Document, at the request, order or direction of any of the CertificateholdersDepositor, the Certificateholders or the Administrator, unless the Depositor, such Certificateholders or the Administrator have advanced necessary costs and offered to the Owner Trustee or the Delaware Trustee, as applicable, reasonable security or indemnity satisfactory to it the Owner Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, it therein or thereby; the . The permissive right of the Owner Trustee and the Delaware 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 neither the Owner Trustee nor the Delaware Trustee shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (hi) Anything in this Agreement to the contrary notwithstanding, in no event shall the Owner Trustee be liable under or in connection with this Agreement or the Delaware Trust for (x) indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits or (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Issuer’s securities or assets; (j) The Owner Trustee shall not be required to investigate any claims with respect to any breach of a representation or warranty under any of the Transaction Documents. For the avoidance of doubt, the Owner Trustee shall not be responsible for evaluating the qualifications of any mediator or arbitrator, or be personally liable for paying the fees or expenses of any mediation or arbitration initiated by a requesting party; and (k) The Owner Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeureforces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, work stoppages, lockouts, revolution, pandemics or epidemics, nuclear or natural catastrophes or acts of God; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance of their respective obligations as soon as practicable under the circumstances; and. (il) in no event shall the The Owner Trustee shall not be responsible or liable for special, indirect, punitive failure to perform duties if such failure is a result of another party failing to perform their responsibilities under this Agreement or consequential loss or damage (including, but not limited to, loss of profit)any Transaction Document.

Acceptance of Trusts and Duties. Each of the Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Transaction Documents and this Agreement and the other Basic DocumentsAgreement. Neither the Owner Trustee nor the Delaware Trustee shall 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 misconduct, bad faith or gross negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 7.5 expressly made by The Bank of New York Mellon or BNY Mellon Trust of Delaware, as applicable, in their individual capacities, (iii) for liabilities arising from the failure of The Bank of New York Mellon 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 or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):) of the foregoing: (a) neither Neither the Owner Trustee nor the Delaware Trustee shall be personally liable for any error of judgment made in good faith by any of its officers or employees unless it is proved that such Persons were negligent in ascertaining the Owner Trustee or the Delaware Trusteepertinent facts; (b) neither Neither the Owner Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the instructions of the Depositor, the Administrator or any Certificateholder or Certificateholdersdelivered in accordance with the terms of this Agreement; (c) no No provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware 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 other Basic Document if the Owner Trustee or the Delaware 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; (d) under Under no circumstances shall the Owner Trustee or the Delaware Trustee be personally liable for any representation, warranty, covenant, obligation or indebtedness evidenced by or arising under any Basic Document, including of the principal of and interest on the Notes or the Trust CertificatesIssuer; (e) neither Neither the Owner Trustee nor the Delaware Trustee shall 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 Depositor Owner Trustee or the Delaware Trustee, as applicable, or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the accuracy, validity or sufficiency of any statement of any other party in the Basic Transaction Documents, the Certificates or any other than the certificate of authentication on the Trust Certificates, and neither document supplied to the Owner Trustee nor or the Delaware Trustee shall in any event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for in the Basic DocumentsTrustee; (f) neither Neither the Owner Trustee nor the Delaware Trustee shall be liable for deemed to have knowledge or notice of any event or information, including any Event of Default, or be required to act upon any event or information (including the default sending of any notice), unless written notice of such event or misconduct of information is received by a Responsible Officer and such notice references the Administratorevent or information. Absent written notice in accordance with this Section, the Seller, Owner Trustee and the Depositor, the Indenture Delaware Trustee or the Servicer under any Basic Document or otherwise, and neither may assume that no such event has occurred. Neither the Owner Trustee nor the Delaware Trustee shall have any obligation to inquire into, or investigate as to, the occurrence of any such event (including any Event of Default). For purposes of determining the Owner Trustee’s and the Delaware Trustee’s responsibility and liability hereunder, whenever reference is made in this Trust Agreement to any event (including, but not limited to, an Event of Default), such reference shall be construed to refer only to such event of which the Owner Trustee or the Delaware Trustee, as the case may be, has received written notice as described in this Section. Knowledge of the Owner Trustee and the Delaware Trustee shall not be attributed or imputed to The Bank of New York Mellon’s or BNY Mellon Trust of Delaware’s other roles in the transaction; (g) Each of the Owner Trustee and the Delaware Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Trust Agreement and the other Transaction Documents to which it is a party and no implied covenants or obligations of the Issuer under shall be read into this Agreement or the other Basic Transaction Documents that are required to be performed by against the Administrator under the Administration Agreement, the Indenture Owner Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person under any of the Basic DocumentsDelaware Trustee; (gh) neither Neither the Owner Trustee nor the Delaware Trustee shall be under 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 Transaction Document, at the request, order or direction of any of the CertificateholdersDepositor, the Certificateholders or the Administrator, unless the Depositor, such Certificateholders or the Administrator have offered to the Owner Trustee or the Delaware Trustee, as applicablethe case may be, reasonable security or indemnity satisfactory to it the Owner Trustee or the Delaware Trustee against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, it therein or thereby; the . The right of each of the Owner Trustee and the Delaware 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 neither the Owner Trustee nor the Delaware Trustee shall be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (hi) Anything in this Agreement to the contrary notwithstanding, in no event shall the Owner Trustee or the Delaware Trustee be liable under or in connection with this Agreement or the Trust for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits; (j) Neither the Owner Trustee nor the Delaware Trustee shall be required to investigate any claims with respect to any breach of a representation or warranty under any of the Transaction Documents. For the avoidance of doubt, neither the Owner Trustee nor the Delaware Trustee shall be responsible for evaluating the qualifications of any mediator or arbitrator, or be personally liable for paying the fees or expenses of any mediation or arbitration initiated by a requesting party; and (k) Neither the Owner Trustee nor the Delaware Trustee shall be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeureforces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the Owner Trustee or and the Delaware Trustee, as applicable, Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance of their respective obligations as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit).

Acceptance of Trusts and Duties. Each of the Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each of them agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the Delaware Trustee DelawareTrustee shall be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or 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 or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Trustee shall be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee or the Delaware Trustee; (b) neither the Owner Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken by it in accordance with the direction or instructions of the Administrator Administrator, the Depositor or any Certificateholder or Certificateholdersthe holder of the Excess Distribution Certificate; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Trustee or the Delaware 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 or the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or the Trust CertificatesNotes; (e) neither the Owner Trustee nor the Delaware Trustee shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than (in the case of the Trustee) the certificate of authentication on the Trust CertificatesExcess Distribution Certificate, and neither the Owner Trustee nor the Delaware Trustee shall in any event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholderthe holder of the Excess Distribution Certificate, other than as expressly provided for herein and in the other Basic Documents; (f) neither the Owner Trustee nor the Delaware Trustee shall be liable for the action or inaction, default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or Trustee, the Servicer or a Swap Counterparty under any of the other Basic Document Documents or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or Indenture, the Servicer or the Seller under the Sale and Servicing Agreement or any other Person the Swap Counterparty under any of the Basic Documents;Swap Agreement; and (g) neither the Owner Trustee nor the Delaware Trustee shall be under 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 Agreement, any other Basic Document, at the request, order or direction of any the Depositor or holder of the CertificateholdersExcess Distribution Certificate, unless the Depositor or such Certificateholders have holder has offered to the Owner Trustee or the Delaware Trustee, as applicablethe case may be, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicablethe case may be, therein or thereby; the . The right of the Owner Trustee and or the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall be answerable for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) in no event shall the Owner Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit).

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither Documents to which the Issuing Entity or the Owner Trustee nor the Delaware 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 misconduct, bad 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 or the Delaware Trustee, as applicable. In particular, but not by way of limitation (limitation, and subject to the exceptions set forth in the preceding sentence):: (a) neither the Owner Trustee nor the Delaware Trustee shall not be liable for any error in judgment of judgment an officer of the Owner Trustee made in good faith by faith, unless it is proved that such officer was negligent in ascertaining the Owner Trustee or the Delaware Trusteefacts; (b) neither the Owner Trustee nor the Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of any Trust Certificateholder, the Administrator Depositor, the Indenture Trustee, the Administrative Agent or any Certificateholder or Certificateholdersthe Servicer; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee or the Delaware 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 or the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or the principal of the Trust Certificates; (e) neither the Owner Trustee nor the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any no event assume be deemed to have assumed or incur incurred any liability, duty or obligation to any Noteholder Securityholder or to any Certificateholderthird party dealing with the Issuing Entity or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents; (f) neither the Owner Trustee nor the Delaware Trustee shall not be liable for the default misfeasance, malfeasance or misconduct nonfeasance of the AdministratorServicer, the SellerAdministrative Agent, the Depositor, Depositor or the Indenture Trustee or the Servicer under any of the Basic Document Documents or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any no obligation or liability to perform the obligations of the Issuer Issuing Entity or the Depositor under this Agreement or the other Basic Documents that are required to be performed by the Administrator Servicer under the Servicing Agreement or the SUBI Trust Agreement, the Administrative Agent under the Trust Administration Agreement, or the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person under any of the Basic Documents;Indenture; and (g) neither the Owner Trustee nor the Delaware Trustee shall be under any 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 Certificateholders, Trust Certificateholder unless such Certificateholders Trust Certificateholder have offered to the Owner Trustee or the Delaware Trustee, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities Expenses that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, therein or thereby; the right of the Owner Trustee and the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall not be answerable for other than its gross negligencebad faith, bad faith negligence or willful misconduct in the performance of any such act; (h) in no event shall the Owner Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit).

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement and the other Basic Documents. The Trust Agent agrees to perform its duties hereunder upon the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the Trust Agent shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Owner Trustee or the Trust Agent and, in the absence of bad faith on the part of the Owner Trustee or the Trust Agent, as applicable, the Owner Trustee and the 29 Trust Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Owner Trustee or the Trust Agent and conforming to the requirements of this Agreement. The Each of the Owner Trustee also and the Trust Agent agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or 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 or the Delaware TrusteeTrust Agent, as applicablethe case may be. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee or the Delaware TrusteeTrust Agent, respectively; (b) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with this Agreement, the instructions Basic Documents or the written direction of the Administrator or any Certificateholder or CertificateholdersOwner; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Trustee Trust Agent 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 or the Delaware Trustee Trust Agent 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 or the Delaware Trustee Trust Agent be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or the Trust CertificatesNotes; (e) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee Trust Agent shall in any event assume or incur any liability, duty or obligation to any Noteholder or to any CertificateholderOwner, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be liable for the default or misconduct of the Administrator, the SellerDepositor, the DepositorInsurer, the Indenture Trustee or the Servicer under any of the Basic Document Documents or otherwise, otherwise and neither the Owner Trustee nor the Delaware Trustee Trust Agent shall have any obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller Depositor under the Sale and Servicing Agreement or any other Person under any of the Basic DocumentsAgreement; (g) neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be under 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 CertificateholdersOwners, unless such Certificateholders Owners have offered to the Owner Trustee or the Delaware TrusteeTrust Agent, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware TrusteeTrust Agent, as applicable, therein or thereby; the right of the Owner Trustee and the Delaware Trustee Trust Agent to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee Trust Agent shall be answerable for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) anything in this Agreement to the contrary notwithstanding, in no event shall the Owner Trustee or the Delaware Trustee Trust Agent be responsible or liable for special, indirect or consequential loss or damage of any failure kind whatsoever (including but not limited to lost profit), even if the Owner Trustee or delay in Trust Agent has been advised of the performance likelihood of its obligations hereunder arising out such loss or damage and regardless of the form of action; (i) neither the Owner Trustee nor the Trust Agent shall be required to take notice or caused bybe deemed to have notice or knowledge of any default, directly any Event of Default or indirectly, by Force Majeure; it being understood that Servicer Default under any of the Basic Documents unless a Responsible Officer of the Owner Trustee or the Delaware TrusteeTrust Agent, respectively, shall have received written notice thereof. In the absence of receipt of such notice, the Owner Trustee and Trust Agent may conclusively assume that there is no default or Servicer Default; (j) [RESERVED]. (k) each of the Owner Trustee and the Trust Agent may rely and shall be protected in acting or refraining from acting upon any resolution, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (l) each of the Owner Trustee and the Trust Agent may consult with counsel and any advice or opinion of counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; (m) neither the Owner Trustee nor the Trust Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Administrator or Owners; provided, however, that if the payment within a reasonable time to the Owner Trustee or Trust Agent, as applicable, shall use reasonable efforts which are consistent with accepted practices of the costs, expenses or liabilities likely to be incurred by it in the banking industry making of such investigation is, in the opinion of the Owner Trustee or Trust Agent, as applicable, not reasonably assured to resume performance it by the security afforded to them by the terms of this Agreement, the Owner Trustee or Trust Agent, as soon applicable, may require reasonable indemnity against such cost, expense or liability as practicable under a condition to taking any such action; (n) neither the circumstancesOwner Trustee nor the Trust Agent shall be required to give any bond or surety in respect of the execution of the Trust created hereby or the powers granted hereunder; and (io) in no event shall each of the Owner Trustee and Trust Agent may execute any of their respective trusts or powers hereunder or perform any of their respective duties hereunder either directly or by or through agents, attorneys or custodians, and neither the Owner Trustee nor the Trust Agent shall be responsible for any misconduct or liable for specialnegligence on the part of any such agent, indirectattorney or custodian appointed by the Owner Trustee or Trust Agent, punitive or consequential loss or damage (includingas applicable, but not limited to, loss of profit)with due care.

Acceptance of Trusts and Duties. Each of the Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each of them agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the Delaware Trustee DelawareTrustee shall be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or 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 or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Trustee shall be liable for any error of judgment made in good faith by a responsible officer of the Owner Trustee or the Delaware Trustee;Trustee; (b) neither the Owner Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken by it in accordance with the direction or instructions of the Administrator Administrator, the Depositor or any Certificateholder or Certificateholders;the holder of the Excess Distribution Certificate; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Trustee or the Delaware 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;it; (d) under no circumstances shall the Owner Trustee or the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or the Trust Certificates;Notes; (e) neither the Owner Trustee nor the Delaware Trustee shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than (in the case of the Trustee) the certificate of authentication on the Trust CertificatesExcess Distribution Certificate, and neither the Owner Trustee nor the Delaware Trustee shall in any event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholderthe holder of the Excess Distribution Certificate, other than as expressly provided for herein and in the other Basic Documents;Documents; (f) neither the Owner Trustee nor the Delaware Trustee shall be liable for the action or inaction, default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or Trustee, the Servicer or a Swap Counterparty under any of the other Basic Document Documents or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or Indenture, the Servicer or the Seller under the Sale and Servicing Agreement or any other Person the Swap Counterparty under any of the Basic Documents;Swap Agreement; and (g) neither the Owner Trustee nor the Delaware Trustee shall be under 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 Agreement, any other Basic Document, at the request, order or direction of any the Depositor or holder of the CertificateholdersExcess Distribution Certificate, unless the Depositor or such Certificateholders have holder has offered to the Owner Trustee or the Delaware Trustee, as applicablethe case may be, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicablethe case may be, therein or thereby; the . The right of the Owner Trustee and or the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall be answerable for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) in no event shall the Owner Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit).

Acceptance of Trusts and Duties. Each of the Owner Trustee and the The Delaware Trustee accepts the trusts appointment as trustee of the Trust hereby created and each agrees to perform its duties hereunder with respect to such trusts, appointment but only upon the terms of this Agreement. The Owner Delaware Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the The Delaware Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or 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 or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Trustee shall not be liable for any error of judgment made in good faith by the Owner Trustee or a responsible officer of the Delaware Trustee; (b) neither the Owner Trustee nor the Delaware 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 Administrator Depositor, the Administrator, or any Certificateholder or Certificateholdersthe Certificateholder; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Trustee or the Delaware 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 or the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or the Trust CertificatesNotes; (e) neither the Owner Trustee nor the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any no event assume or incur any liability, duty duty, or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents; (f) neither the Owner Trustee nor the Delaware Trustee shall not be liable for the action or inaction, default or misconduct of the Eligible Lender Trustee, the Administrator, the Seller, the Depositor, the Indenture Trustee or the any Servicer under any of the other Basic Document Documents or otherwise, otherwise and neither the Owner Trustee nor the Delaware Trustee shall have any no obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the any Servicer or the Seller under the Sale and Servicing Agreement or any other Person under any of the Basic DocumentsServicing Agreement; (g) neither the Owner Trustee nor the Delaware Trustee shall be under any 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 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 Certificateholders, unless such the Certificateholders have offered to the Owner Delaware Trustee or the Delaware Trustee, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Delaware Trustee or the Delaware Trustee, as applicable, therein or thereby; the . The right of the Owner Trustee and the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall not be answerable for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act;; and (h) Notwithstanding anything to the contrary herein or in no event shall the Owner Trustee or any other document, the Delaware Trustee shall not be responsible required to execute, deliver or liable for certify on behalf of the Trust, the Servicer, the Sponsor or any failure other Person any filings, certificates, affidavits or delay in other instruments required by the performance SEC or required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner Trustee or 2002. Notwithstanding any Person's right to instruct the Delaware Trustee, as applicableneither the Delaware Trustee nor any agent, employee, director or officer of the Delaware Trustee shall use reasonable efforts which are consistent have any obligation to execute any certificates or other documents required by the SEC or required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or the rules and regulations promulgated thereunder, and the refusal to comply with accepted practices any such instructions shall not constitute a default or breach under this Agreement or any other document in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including, but not limited to, loss of profit)connection herewith.

Acceptance of Trusts and Duties. Each of the The Owner Trustee and the Delaware Trustee accepts the trusts hereby created continued and each agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of set forth in this Agreement and the other 2013-A Basic Documents. Neither the The Owner Trustee nor the Delaware Trustee shall not be answerable or accountable hereunder or under any other 2013-A Basic Document under any circumstances, except (i) for its own willful misconduct, bad 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 or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Trustee nor the Delaware Trustee shall not be liable for any error of judgment made in good faith by the Owner Trustee or the Delaware Trustee; (b) neither the Owner Trustee nor the Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken in good faith by it in accordance with the instructions of the Administrator or any Certificateholder or CertificateholdersCertificateholder; (c) no provision of this Agreement or any other the 2013-A Basic Document shall require the Owner Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other 2013-A Basic Document if the Owner Trustee or the Delaware 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 or the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the 2013-A Basic DocumentDocuments, including the principal of and interest on the Notes or any amounts payable on the Trust Certificates; (e) neither the Owner Trustee nor the Delaware Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the 2013-A Basic Documents, other than the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for in the Basic Documentsherein; (f) neither the Owner Trustee nor the Delaware Trustee shall not be liable for the default or misconduct of the Administrator, the Seller, the DepositorTransferor, the Indenture Trustee Trustee, the Paying Agent, the Note Paying Agent or the Servicer under any 2013-A Basic Document or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any no obligation or liability to perform the obligations of the Issuer under this Agreement or the other 2013-A Basic Documents that are required to be performed by the Administrator under the 2013-A Administration Agreement, the Indenture Trustee or the Note Paying Agent under the Indenture Indenture, the Paying Agent under this Agreement or the Servicer or the Seller under the Sale and 2013-A Servicing Agreement or any other Person under any of the Basic DocumentsAgreement; (g) neither the Owner Trustee nor the Delaware Trustee shall be under any 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 2013-A Basic Document, at the request, order or direction of any of the CertificateholdersCertificateholder, unless such Certificateholders Certificateholder have offered to the Owner Trustee or the Delaware Trustee, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, therein or thereby; and the right of the Owner Trustee and the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other 2013-A Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (h) in no event shall the Owner Trustee shall have no responsibility for the accuracy of any information provided to Certificateholders or the Delaware Trustee be responsible any other individual or liable for any failure entity that has been obtained from, or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that provided to the Owner Trustee or the Delaware Trusteeby, as applicable, shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesany other Person; and (i) in no event shall the absence of negligence or bad faith on its part, the Owner Trustee be responsible may conclusively rely upon certificates or liable for specialOpinions 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, indirecthowever, punitive that the Owner Trustee shall have examined such certificates or consequential loss or damage (including, but not limited to, loss Opinions of profit)Counsel so as to determine compliance of the same with the requirements of this Agreement.

Acceptance of Trusts and Duties. Each of the Owner Eligible Lender Trustee and the Delaware Trustee accepts the trusts hereby created and each of them agrees to perform its duties hereunder with respect to such trusts, trusts but only upon the terms of this Agreement. The Owner Eligible Lender Trustee also agrees to disburse all monies moneys actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith misconduct or 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 Eligible Lender Trustee or the Delaware Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be liable for any error of judgment judgment, except for such error resulting from willful misconduct or negligence as set forth in the preceding paragraph, made in good faith by an Authorized Officer of the Owner Eligible Lender Trustee or the Delaware Trustee; (b) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken by it in accordance with the direction or instructions of the Administrator Administrator, the Depositor or any Certificateholder or Certificateholdersthe Excess Distribution Certificateholder; (c) no provision of this Agreement or any other Basic Document shall require the Owner Eligible Lender Trustee or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document Document, if the Owner Eligible Lender Trustee or the Delaware 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 Eligible Lender Trustee or the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Basic DocumentDocuments, including the principal of and interest on the Notes or the Trust CertificatesNotes; (e) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than (in the case of the Eligible Lender Trustee) the certificate of authentication on the Trust CertificatesExcess Distribution Certificate, and neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall in any event assume or incur any liability, duty duty, or obligation to any Noteholder or to any the Excess Distribution Certificateholder, other than as expressly provided for herein and in the other Basic Documents; (f) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be liable for the action or inaction, default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or Trustee, the Servicer or any Swap Counterparty under any of the other Basic Document Documents or otherwise, and neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall have any obligation or liability to perform the obligations of the Issuer Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person a Swap Counterparty under any of the Basic Documentsrelated Swap Agreement; (g) neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be under 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 Agreement, any other Basic Document, at the request, order or direction of any of the CertificateholdersDepositor or the Excess Distribution Certificateholder, unless the Depositor or such Certificateholders have holder has offered to the Owner Eligible Lender Trustee or the Delaware Trustee, as applicablethe case may be, security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Eligible Lender Trustee or the Delaware Trustee, as applicablethe case may be, therein or thereby; the . The right of the Owner Eligible Lender Trustee and or the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Eligible Lender Trustee nor the Delaware Trustee shall be answerable for other than its gross negligence, bad faith negligence or willful misconduct in the performance of any such act; (h) in no event shall the Owner Eligible Lender Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeureforces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the Owner Eligible Lender Trustee or the Delaware Trustee, as applicable, Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (i) in no event shall the Owner Eligible Lender Trustee or the Delaware Trustee be responsible or liable for any special, indirect, punitive indirect or consequential loss or damage (including, but not limited to, of any kind whatsoever irrespective of whether the Eligible Lender Trustee or the Delaware Trustee has been advised of the likelihood of such loss or damage and regardless of profit)the form of action.