Common use of Acceptance of Trust and Duties Clause in Contracts

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim Eligible Lender Trustee. 2. No provision of this Agreement, the Purchase Agreements or the Sale Agreement shall require the Interim 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 the Purchase Agreements or the Sale Agreement, if the Interim 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. 3. The Interim 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, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreement. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim Eligible Lender Trustee. 2. No provision of this Agreement, the Purchase Agreements or the Sale Agreement shall require the Interim 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 the Purchase Agreements or the Sale Agreement, if the Interim 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. 3. The Interim 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, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreement. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim VL Funding Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim VL Funding Eligible Lender Trustee shall not be answerable or accountable hereunder or under the VL Funding Purchase Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim VL Funding Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim VL Funding Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim VL Funding Eligible Lender Trustee. 2. No provision of this Agreement, the Purchase Agreements Agreement or the Sale VL Funding Purchase Agreement shall require the Interim VL Funding 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 the VL Funding Purchase Agreements or the Sale Agreement, if the Interim VL Funding 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. 3. The Interim VL Funding 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 VL Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the VL Funding Purchase Agreements or the Sale Agreement. 4. In no event shall the VL Funding Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the VL Funding Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim VG Funding Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim VG Funding Eligible Lender Trustee shall not be answerable or accountable hereunder or under the VG Funding Purchase Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim VG Funding Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim VG Funding Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim VG Funding Eligible Lender Trustee. 2. No provision of this Agreement, the Purchase Agreements Agreement or the Sale VG Funding Purchase Agreement shall require the Interim VG Funding 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 the VG Funding Purchase Agreements or the Sale Agreement, if the Interim VG Funding 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. 3. The Interim VG Funding 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 VG Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the VG Funding Purchase Agreements or the Sale Agreement. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Town Center Funding Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Town Center Funding Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Town Center Funding Purchase Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim Town Center Funding Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Town Center Funding Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim Town Center Funding Eligible Lender Trustee. 2. No provision of this Agreement, the Purchase Agreements Agreement or the Sale Town Center Funding Purchase Agreement shall require the Interim Town Center Funding 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 the Town Center Funding Purchase Agreements or the Sale Agreement, if the Interim Town Center Funding 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. 3. The Interim Town Center Funding 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 Town Center Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Town Center Funding Purchase Agreements or the Sale Agreement. 4. In no event shall the Town Center Funding Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Town Center Funding Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Bluemont Funding Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Bluemont Funding Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Bluemont Funding Purchase Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim Bluemont Funding Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Bluemont Funding Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim Bluemont Funding Eligible Lender Trustee. 2. No provision of this Agreement, the Purchase Agreements Agreement or the Sale Bluemont Funding Purchase Agreement shall require the Interim Bluemont Funding 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 the Bluemont Funding Purchase Agreements or the Sale Agreement, if the Interim Bluemont Funding 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. 3. The Interim Bluemont Funding 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 Bluemont Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Bluemont Funding Purchase Agreements or the Sale Agreement. 4. In no event shall the Bluemont Funding Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Bluemont Funding Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Blue Ridge Funding Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Blue Ridge Funding Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Blue Ridge Funding Purchase Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim Blue Ridge Funding Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Blue Ridge Funding Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim Blue Ridge Funding Eligible Lender Trustee. 2. No provision of this Agreement, the Purchase Agreements Agreement or the Sale Blue Ridge Funding Purchase Agreement shall require the Interim Blue Ridge Funding 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 the Blue Ridge Funding Purchase Agreements or the Sale Agreement, if the Interim Blue Ridge Funding 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. 3. The Interim Blue Ridge Funding 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 Blue Ridge Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Blue Ridge Funding Purchase Agreements or the Sale Agreement. 4. In no event shall the Blue Ridge Funding Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Blue Ridge Funding Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements Agreement or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim Eligible Lender Trustee. 2. No provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement shall require the Interim 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 the Purchase Agreements Agreement or the Sale Agreement, if the Interim 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. 3. The Interim 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, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements Agreement or the Sale Agreement. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender ------------------------------ Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements Agreement or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim Eligible Lender Trustee. 2. No provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement shall require the Interim 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 the Purchase Agreements Agreement or the Sale Agreement, if the Interim 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. 3. The Interim 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 Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements Agreement or the Sale Agreement. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim VG Funding Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim VG Funding Eligible Lender Trustee shall not be answerable or accountable hereunder or under the VG Funding Purchase Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim VG Funding Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim VG Funding Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim VG Funding Eligible Lender Trustee. 2. No provision of this Agreement, the Purchase Agreements Agreement or the Sale VG Funding Purchase Agreement shall require the Interim VG Funding 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 the VG Funding Purchase Agreements or the Sale Agreement, if the Interim VG Funding 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. 3. The Interim VG Funding 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 VG Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the VG Funding Purchase Agreements or the Sale Agreement. 4. In no event shall the VG Funding Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the VG Funding Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. (a) The Interim Eligible Lender Owner Trustee accepts the trust hereby created xxxxxx continued and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 6.3 expressly made by the Interim Eligible Lender Owner Trustee, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4, (iv) for any investments issued by the Owner Trustee in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (i) the Owner Trustee shall not be personally liable for any error of judgment made by a responsible officer Responsible Officer of the Interim Eligible Lender Trustee.Owner Trustee (except in the case of willful misconduct, bad faith or negligence); 2. No (ii) the Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer or the Certificateholder; (iii) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Basic Document shall require the Interim Eligible Lender Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (iv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificate of authentication on the Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (v) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer or any other Person under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are not expressly required to be performed by the Owner Trustee, including without limitation, those that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement.; 4(vi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Certificateholder, unless the Certificateholder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. In The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; (vii) the Owner Trustee shall have no duty, responsibility or obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision of this Agreement or any law, rule or regulation in connection with risk retention; (viii) in no event shall the Interim Eligible Lender Trustee Owner Trustee, its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Interim Eligible Lender Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and (ix) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge or received written notice thereof. (b) Under no circumstances shall the Owner Trustee be liable for any representations, warranties or covenants of the Trust or any other Person (except as provided in Section 6.1(a) with regard to the Owner Trustee’s representations and warranties contained in Section 6.3) or the indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements Agreement or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim Eligible Lender Trustee. 2. No provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement shall require the Interim 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 the Purchase Agreements Agreement or the Sale Agreement, if the Interim 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. 3. The Interim 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 Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements Agreement or the Sale Agreement. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. (a) The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 6.3 expressly made by the Interim Eligible Lender Owner Trustee, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4, (iv) for any investments issued by the Owner Trustee or any branch or Affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (i) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Interim Eligible Lender Trustee.Owner Trustee (except in the case of willful misconduct, bad faith or negligence); 2. No (ii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer or the Certificateholder; (iii) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Basic Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (iv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificate of authentication on the Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (v) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement.; 4(vi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Certificateholder, unless the Certificateholder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. In The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; (vii) the Owner Trustee shall have no duty, responsibility or obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision of this Agreement or any law, rule or regulation in connection with risk retention; (viii) in no event shall the Interim Eligible Lender Trustee Owner Trustee, its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Interim Eligible Lender Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and (ix) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge or received written notice thereof. (b) Under no circumstances shall the Owner Trustee be liable for any representations, warranties or covenants of the Trust or any other Person (except as provided in Section 6.1(a) with regard to the Owner Trustee’s representations and warranties contained in Section 6.3) or the indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 8.3 expressly made by the Interim Eligible Lender Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 7.4 hereof, or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment judgment, not constituting negligence, made by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No provision (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it if such action or omission is in accordance with the instructions of this Agreementthe Instructing Party, the Purchase Agreements Sponsor, the Servicer or any Residual Certificateholder pursuant to the Sale Agreement terms hereof; (c) the Owner Trustee shall require the Interim Eligible Lender Trustee to expend or not risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificates of authentication on the Notes and the Residual Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Sponsor, the Insurer, the Indenture Trustee or any Residual Certificateholder, other than as expressly provided for herein and in the Basic Documents; (e) the Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Insurer, the Indenture Trustee, or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Sponsor under this Agreement, by the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement; and (f) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Instructing Party or any of the Residual Certificateholders, unless such Instructing Party or Residual Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act. 4. In no event (g) Notwithstanding anything to the contrary herein or in any Basic Document, the Owner Trustee shall the Interim Eligible Lender Trustee not be responsible required to execute, deliver or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised certify on behalf of the likelihood Issuer or any other Person any filings, certificates, affidavits or other instruments in connection with certifications required under the Xxxxxxxx-Xxxxx Act of such loss or damage and regardless of the form of action2002.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee and the Certificate Paying Agent also agree to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement or the Basic Documents. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.3 expressly made by the Interim Eligible Lender Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.4 hereof, (iv) for any investments issued by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Certificate Majority, the Depositor, the Servicer or any Certificateholder; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Basic Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents or any Related Document, including the principal of and interest on the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents or any Related Document, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Depositor, any Support Provider, the Indenture Trustee, the Administrator, the Certificate Paying Agent, any Noteholder or to any Certificateholder, other than as expressly provided for herein or in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Depositor, any Support Provider, the Indenture Trustee, the Administrator or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Depositor or the Certificate Paying Agent under this Agreement, by the Indenture Trustee or the Administrator under the Indenture, the Series Supplement or any Related Document or the Servicer under the Sale and Servicing Agreement or the Series Supplement; and (g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document at the request, order or direction of the Certificate Majority or any of the Certificateholders, unless such Certificate Majority or Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee Bank accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall Bank also agrees to disburse all moneys actually received by it constituting part of the Trust Estate in accordance with the terms of this Agreement. The Trustee Bank will not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstancescircumstances in its individual capacity, except (i) for its own willful misconduct misconduct, bad faith or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.07, (iii) for the failure by the Interim Eligible Lender TrusteeOwner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.03(a), or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. a) The Interim Eligible Lender Trustee shall Bank will not be personally liable for any error of judgment made in good faith by a responsible an authorized officer of the Interim Eligible Lender Trustee.Owner Trustee so long as the same will not constitute gross negligence, bad faith or willful misconduct; 2. (b) The Trustee Bank will not be personally liable with respect to any action taken or omitted to be taken by the Owner Trustee in good faith in accordance with the instructions of the Beneficiary; (c) No provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement shall any Transaction Document will require the Interim Eligible Lender Trustee Bank to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreementhereunder, if the Interim Eligible Lender Trustee shall Bank will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it., including such advances as the Trustee Bank may reasonably request; 3. (d) Under no circumstance will the Trustee Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Note Issuance Trust; (e) The Interim Eligible Lender Trustee shall Bank will not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Beneficiary or with respect to any agreement entered into by the Note Issuance Trust; (f) Under no circumstances will the Trustee Bank be personally responsible or liable for the formaction or inaction of the Beneficiary, character, genuineness, sufficiency, value nor will the Trustee Bank be responsible for monitoring the performance of the Beneficiary’s duties hereunder or validity of any other Person acting for or on behalf of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreement.Note Issuance Trust; 4. (g) In no event shall the Interim Eligible Lender Trustee Bank be responsible or personally liable for special, indirectconsequential or punitive damages unless such damages result from its willful misconduct, bad faith or gross negligence, for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, for the acts or omissions of brokers or dealers, and for any losses due to forces beyond the control of the Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Trustee Bank shall have no responsibility for the accuracy of any information provided to the Beneficiary or any other Person that has been obtained from, or consequential loss provided to the Trustee Bank by, any other Person unless the Trustee Bank has actual knowledge that such information is incorrect; (h) The Trustee Bank shall not be personally liable for the default or damage misconduct of the Indenture Trustee under any of the Transaction Documents or otherwise, and the Trustee Bank shall have no obligation or liability to perform the obligations of the Note Issuance Trust under this Agreement or the Transaction Documents, in each case that are required to be performed by the Indenture Trustee under the Indenture; and (i) The Trustee Bank shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or direction of the Beneficiary, unless the Beneficiary has offered to the Trustee Bank security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee Bank therein or thereby. The right of the Trustee Bank to perform any discretionary act enumerated in this Agreement or in any Transaction Document shall not be construed as a duty, and the Trustee Bank shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust trusts hereby created and agrees to perform its duties hereunder with respect to such trust trusts, but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except except: (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.03 expressly made by the Interim Eligible Lender Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. (a) The Interim Eligible Lender Owner Trustee shall not be liable for any error of judgment made by a responsible officer Trust Officer of the Interim Eligible Lender Owner Trustee.; 2. (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of any Owner transmitted pursuant to the terms hereof; (c) No provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Basic Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The Interim Eligible Lender Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Company, or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate, or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Owner, other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The Owner Trustee shall not be liable for the default or misconduct of the Company, the Indenture Trustee or the Servicer under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Indenture Trustee under the Indenture or the Servicer or the Company under the Sale and Servicing Agreement.; and 4. In (g) The Owner Trustee shall be under no event shall obligation to exercise any of the Interim Eligible Lender Trustee be responsible rights or liable for special, indirectpowers vested in it by this Agreement, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of Owners, unless such loss Owners have offered to the Owner Trustee security or damage indemnity satisfactory to it against the costs, expenses and regardless liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the form Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of actionany such act.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements Agreement or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The the Interim Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim Eligible Lender Trustee.; 2. No no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement shall require the Interim 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 the Purchase Agreements Agreement or the Sale Agreement, if the Interim 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.; and 3. The the Interim 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 Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements Agreement or the Sale Agreement. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. (a) The Interim Eligible Lender Owner Trustee accepts the trust hereby created xxxxxx continued and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 6.3 expressly made by the Interim Eligible Lender Owner Trustee, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4, (iv) for any investments issued by the Owner Trustee in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (i) the Owner Trustee shall not be personally liable for any error of judgment made by a responsible officer Responsible Officer of the Interim Eligible Lender Trustee.Owner Trustee (except in the case of willful misconduct, bad faith or negligence); 2. No (ii) the Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer or the Certificateholder; (iii) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Basic Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (iv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificate of authentication on the Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (v) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are not expressly required to be performed by the Owner Trustee, including without limitation, those that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement.; 4(vi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Certificateholder, unless the Certificateholder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. In The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; (vii) the Owner Trustee shall have no duty, responsibility or obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision of this Agreement or any law, rule or regulation in connection with risk retention; (viii) in no event shall the Interim Eligible Lender Trustee Owner Trustee, its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Interim Eligible Lender Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and (ix) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge or received written notice thereof. (b) Under no circumstances shall the Owner Trustee be liable for any representations, warranties or covenants of the Trust or any other Person (except as provided in Section 6.1(a) with regard to the Owner Trustee’s representations and warranties contained in Section 6.3) or the indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes.

Acceptance of Trust and Duties. The Interim SLM National Funding Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim SLM National Funding Eligible Lender Trustee shall not be answerable or accountable hereunder or under the SLM National Funding Purchase Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim SLM National Funding Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim SLM National Funding Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim SLM National Funding Eligible Lender Trustee. 2. No provision of this Agreement, the Purchase Agreements Agreement or the Sale SLM National Funding Purchase Agreement shall require the Interim SLM National Funding 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 the SLM National Funding Purchase Agreements or the Sale Agreement, if the Interim SLM National Funding 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. 3. The Interim SLM National Funding 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 SLM National Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the SLM National Funding Purchase Agreements or the Sale Agreement. 4. In no event shall the SLM National Funding Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the SLM National Funding Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. (a) The Interim Eligible Lender Owner Trustee accepts the trust hereby xxxxxx created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 6.3 expressly made by the Interim Eligible Lender Owner Trustee, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4, (iv) for any investments issued by the Owner Trustee or any branch or Affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (i) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Interim Eligible Lender Trustee.Owner Trustee (except in the case of willful misconduct, bad faith or negligence); 2. No (ii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer or the Certificateholder; (iii) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Basic Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (iv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificate of authentication on the Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (v) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement.; 4(vi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Certificateholder, unless the Certificateholder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. In The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; (vii) the Owner Trustee shall have no duty, responsibility or obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision of this Agreement or any law, rule or regulation in connection with risk retention; (viii) in no event shall the Interim Eligible Lender Trustee Owner Trustee, its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Interim Eligible Lender Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and (ix) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge or received written notice thereof. (b) Under no circumstances shall the Owner Trustee be liable for any representations, warranties or covenants of the Trust or any other Person (except as provided in Section 6.1(a) with regard to the Owner Trustee’s representations and warranties contained in Section 6.3) or the indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes.

Acceptance of Trust and Duties. The Interim [SPE Seller] Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim [SPE Seller] Eligible Lender Trustee shall not be answerable or accountable hereunder or under the [SPE Seller] Purchase Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim [SPE Seller] Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim [SPE Seller] Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim [SPE Seller] Eligible Lender Trustee. 2. No provision of this Agreement, the Purchase Agreements Agreement or the Sale [SPE Seller] Purchase Agreement shall require the Interim [SPE Seller] 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 the [SPE Seller] Purchase Agreements or the Sale Agreement, if the Interim [SPE Seller] 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. 3. The Interim [SPE Seller] 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 [SPE Seller] or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the [SPE Seller] Purchase Agreements or the Sale Agreement. 4. In no event shall the [SPE Seller] Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the [SPE Seller] Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust trusts hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of this Agreement. The Bank shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any other Transaction Documents under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.04(a), (iii) for liabilities arising from the failure by the Interim Eligible Lender TrusteeBank to perform obligations expressly undertaken by it in the last sentence of Section 5.04, or (iv) for taxes, fees or other charges based on or measured by any fees, commissions or compensation received by the Bank in connection with any of the transactions contemplated by this Agreement, any other Transaction Documents or the Notes. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. a) The Interim Eligible Lender Trustee Bank shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. (b) The Bank shall not be liable with respect to any action taken or omitted to be taken by the Owner Trustee in accordance with the instructions of the Certificateholders or Insurer; (c) No provision of this Agreement, the Purchase Agreements or the Sale Agreement shall require the Interim Eligible Lender Trustee Bank to expend or risk funds or otherwise incur any financial liability in the performance of any of its the Owner Trustee’s rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any other Transaction Documents if the Interim Eligible Lender Trustee Bank shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. (d) Under no circumstance shall the Bank be liable for indebtedness evidenced by or arising under any of the Transaction Documents, including the principal of and interest on the Notes; (e) The Interim Eligible Lender Bank shall not be liable with respect to any action taken or omitted to be taken by the Depositor, the Insurer, the Administrator, the Servicer, the Indenture Trustee, any Officer or the Certificate Paying Agent under this Agreement or any other Transaction Document or otherwise and the Bank shall not be obligated to perform or monitor the performance of any obligations or duties under this Agreement or the other Transaction Documents which are to be performed by the Certificate Paying Agent under this Agreement, the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or by any other Person under any of the Transaction Documents; and (f) The Bank shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements or Transaction Documents, other than the Sale Agreement. 4. In certificate of authentication on the Certificates, and the Bank shall in no event shall assume or incur any liability, duty or obligation to any Noteholder, the Interim Eligible Lender Trustee be responsible Insurer, the Depositor or liable to the Certificateholders, other than as expressly provided for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionherein.

Acceptance of Trust and Duties. (a) The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 6.3 expressly made by the Interim Eligible Lender Owner Trustee, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4, (iv) for any investments issued by the Owner Trustee or any branch or Affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (i) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Interim Eligible Lender Trustee.Owner Trustee (except in the case of willful misconduct, bad faith or negligence); 2. No (ii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer or the Certificateholder; (iii) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Basic Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (iv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificate of authentication on any Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (v) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement.; 4(vi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Certificateholder, unless the Certificateholder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. In The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; (vii) the Owner Trustee shall have no duty, responsibility or obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision of this Agreement or any law, rule or regulation in connection with risk retention; (viii) in no event shall the Interim Eligible Lender Trustee Owner Trustee, its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Interim Eligible Lender Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and (ix) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge or received written notice thereof. (b) Under no circumstances shall the Owner Trustee be liable for any representations, warranties or covenants of the Trust or any other Person (except as provided in Section 6.1(a) with regard to the Owner Trustee’s representations and warranties contained in Section 6.3) or the indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements Agreement or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim Eligible Lender Trustee. 2. No provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement shall require the Interim 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 the Purchase Agreements Agreement or the Sale Agreement, if the Interim 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. 3. The Interim 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, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements Agreement or the Sale Agreement. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Town Hall Funding Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Town Hall Funding Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Town Hall Funding Purchase Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim Town Hall Funding Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Town Hall Funding Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim Town Hall Funding Eligible Lender Trustee. 2. No provision of this Agreement, the Purchase Agreements Agreement or the Sale Town Hall Funding Purchase Agreement shall require the Interim Town Hall Funding 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 the Town Hall Funding Purchase Agreements or the Sale Agreement, if the Interim Town Hall Funding 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. 3. The Interim Town Hall Funding 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 Town Hall Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Town Hall Funding Purchase Agreements or the Sale Agreement. 4. In no event shall the Town Hall Funding Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Town Hall Funding Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee and the Certificate Paying Agent also agree to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement or the Basic Documents. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.3 expressly made by the Interim Eligible Lender Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.4 hereof, (iv) for any investments issued by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Certificate Majority, the Depositor, the Master Servicer or any Certificateholder; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Basic Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents or any Related Document, including the principal of and interest on the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents or any Related Document, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Depositor, any Support Provider, the Indenture Trustee, the Administrator, the Certificate Paying Agent, any Noteholder or to any Certificateholder, other than as expressly provided for herein or in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Depositor, any Support Provider, the Indenture Trustee, the Administrator or the Master Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Depositor or the Certificate Paying Agent under this Agreement, by the Indenture Trustee or the Administrator under the Indenture, the Series Supplement or any Related Document or the Master Servicer under the Master Sale and Servicing Agreement or the Series Supplement; and (g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document at the request, order or direction of the Certificate Majority or any of the Certificateholders, unless such Certificate Majority or Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall not be answerable or accountable hereunder or under this Agreement and the Purchase Agreements or the Sale Agreement other Basic Documents to which it is a party under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim Eligible Lender Trustee. 2. No provision of this Agreement, Agreement and the Purchase Agreements or the Sale Agreement other Basic Documents to which it is a party shall require the Interim 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 the Purchase Agreements or the Sale Agreementother Basic Documents to which it is a party, if the Interim 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. 3. The Interim 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 Trust or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreementother Basic Documents to which it is a party. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee and the Certificate Paying Agent also agree to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement or the Basic Documents. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.3 expressly made by the Interim Eligible Lender Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.4 hereof, (iv) for any investments issued by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Certificate Majority, the Depositor, the Master Servicer or any Certificateholder; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Basic Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents or any Related Document, including the principal of and interest on the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents or any Related Document, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Depositor, any Support Provider, the Indenture Trustee, the Certificate Paying Agent, any Noteholder or to any Certificateholder, other than as expressly provided for herein or in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Depositor, any Support Provider, the Indenture Trustee or the Master Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Depositor or the Certificate Paying Agent under this Agreement, by the Indenture Trustee under the Indenture, the Series Supplement or any Related Document or the Master Servicer under the Master Sale and Servicing Agreement or the Series Supplement; and (g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document at the request, order or direction of the Certificate Majority or any of the Certificateholders, unless such Certificate Majority or Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee Bank accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall Bank also agrees to disburse all moneys actually received by it constituting part of the Trust Estate in accordance with the terms of this Agreement. The Trustee Bank will not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstancescircumstances in its individual capacity, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.07, (iii) for the failure by the Interim Eligible Lender TrusteeOwner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.03(a), or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. a) The Interim Eligible Lender Trustee shall Bank will not be personally liable for any error of judgment made in good faith by a responsible an authorized officer of the Interim Eligible Lender Trustee.Owner Trustee so long as the same will not constitute negligence, bad faith or willful misconduct; 2. (b) The Trustee Bank will not be personally liable with respect to any action taken or omitted to be taken by the Owner Trustee in good faith in accordance with the instructions of the Beneficiary; (c) No provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement shall any Transaction Document will require the Interim Eligible Lender Trustee Bank to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreementhereunder, if the Interim Eligible Lender Trustee shall Bank will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it., including such advances as the Trustee Bank may reasonably request; 3. (d) Under no circumstance will the Trustee Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Trust; (e) The Interim Eligible Lender Trustee shall Bank will not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Beneficiary or with respect to any agreement entered into by the Trust; (f) Under no circumstances will the Trustee Bank be responsible or liable for the formaction or inaction of the Beneficiary, character, genuineness, sufficiency, value nor will the Trustee Bank be responsible for monitoring the performance of the Beneficiary’s duties hereunder or validity of any other Person acting for or on behalf of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreement.Trust; 4. (g) In no event shall the Interim Eligible Lender Trustee Bank be responsible or personally liable for special, indirectconsequential or punitive damages unless such damages result from its willful misconduct or gross negligence, for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, for the acts or omissions of brokers or dealers, and for any losses due to forces beyond the control of the Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Trustee Bank shall have no responsibility for the accuracy of any information provided to the Beneficiary or any other Person that has been obtained from, or consequential loss provided to the Trustee Bank by, any other Person; (h) the Trustee Bank shall not be liable for the default or damage misconduct of the Indenture Trustee under any of the Transaction Documents or otherwise, and the Trustee Bank shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Transaction Documents, in each case that are required to be performed by the Indenture Trustee under the Indenture; and (i) the Trustee Bank shall be under no obligation to exercise any of the rights or powers vested in it by this agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or direction of the Beneficiary, unless the Beneficiary has offered to the Trustee Bank security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee Bank therein or thereby. The right of the Trustee Bank to perform any discretionary act enumerated in this Agreement or in any Transaction Document shall not be construed as a duty, and the Trustee Bank shall not be answerable for other than its negligence or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Red Wolf Funding Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Red Wolf Funding Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Red Wolf Funding Purchase Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim Red Wolf Funding Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Red Wolf Funding Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim Red Wolf Funding Eligible Lender Trustee. 2. No provision of this Agreement, the Purchase Agreements Agreement or the Sale Red Wolf Funding Purchase Agreement shall require the Interim Red Wolf Funding 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 the Red Wolf Funding Purchase Agreements or the Sale Agreement, if the Interim Red Wolf Funding 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. 3. The Interim Red Wolf Funding 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 Red Wolf Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Red Wolf Funding Purchase Agreements or the Sale Agreement. 4. In no event shall the Red Wolf Funding Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Red Wolf Funding Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee and the Certificate Paying Agent also agree to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement or the Basic Documents. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.3 expressly made by the Interim Eligible Lender Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.4 hereof, (iv) for any investments issued by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Certificate Majority, the Depositor, the Master Servicer or any Certificateholder; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Basic Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents or any Related Document, including the principal of and interest on the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents or any Related Document, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Depositor, any Support Provider, the Indenture Trustee, the Certificate Paying Agent, any Noteholder or to any Certificateholder, other than as expressly provided for herein or in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Depositor, any Support Provider, the Indenture Trustee or the Master Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Depositor or the Certificate Paying Agent under this Agreement, by the Indenture Trustee under the Indenture, the Series Supplement or any Related Document or the Master Servicer under the Master Sale and Servicing Agreement or the Series Supplement; (g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document at the request, order or direction of the Certificate Majority or any of the Certificateholders, unless such Certificate Majority or Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; and (h) with respect to the Insurer or Controlling Party, the Owner Trustee undertakes to perform or observe only such of the covenants and obligations of the Owner Trustee as are expressly set forth in this Agreement, and no implied covenants or obligations with respect to the Insurer or Controlling Party shall be read into this Agreement or any of the other Basic Documents against the Owner Trustee. The Owner Trustee shall not be deemed to owe any fiduciary duty to the Insurer or Controlling Party, and shall not be liable to any such person for the failure of the Trust to perform its obligations to any such person other than as a result of the gross negligence or willful misconduct of the Owner Trustee in the performance of its express obligations under this Agreement. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee Bank accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall Bank also agrees to disburse all moneys actually received by it constituting part of the Trust Estate in accordance with the terms of this Agreement. The Trustee Bank will not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstancescircumstances in its individual capacity, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.07, (iii) for the failure by the Interim Eligible Lender TrusteeOwner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.03(a), or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. a) The Interim Eligible Lender Trustee shall Bank will not be personally liable for any error of judgment made in good faith by a responsible an authorized officer of the Interim Eligible Lender Trustee.Owner Trustee so long as the same will not constitute negligence, bad faith or willful misconduct; 2. (b) The Trustee Bank will not be personally liable with respect to any action taken or omitted to be taken by the Owner Trustee in good faith in accordance with the instructions of the Beneficiary; (c) No provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement shall any Transaction Document will require the Interim Eligible Lender Trustee Bank to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreementhereunder, if the Interim Eligible Lender Trustee shall Bank will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it., including such advances as the Trustee Bank may reasonably request; 3. (d) Under no circumstance will the Trustee Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Trust; (e) The Interim Eligible Lender Trustee shall Bank will not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Beneficiary or with respect to any agreement entered into by the Trust; (f) Under no circumstances will the Trustee Bank be responsible or liable for the formaction or inaction of the Beneficiary, character, genuineness, sufficiency, value nor will the Trustee Bank be responsible for monitoring the performance of the Beneficiary’s duties hereunder or validity of any other Person acting for or on behalf of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreement.Trust; 4. (g) In no event shall the Interim Eligible Lender Trustee Bank be responsible or personally liable for special, indirectconsequential or punitive damages unless such damages result from its willful misconduct, bad faith or negligence, for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, for the acts or omissions of brokers or dealers, and for any losses due to forces beyond the control of the Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Trustee Bank shall have no responsibility for the accuracy of any information provided to the Beneficiary or any other Person that has been obtained from, or consequential loss provided to the Trustee Bank by, any other Person; (h) The Trustee Bank shall not be liable for the default or damage misconduct of the Indenture Trustee under any of the Transaction Documents or otherwise, and the Trustee Bank shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Transaction Documents, in each case that are required to be performed by the Indenture Trustee under the Indenture; and (i) The Trustee Bank shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or direction of the Beneficiary, unless the Beneficiary has offered to the Trustee Bank security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee Bank therein or thereby. The right of the Trustee Bank to perform any discretionary act enumerated in this Agreement or in any Transaction Document shall not be construed as a duty, and the Trustee Bank shall not be answerable for other than its negligence or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. (a) The Interim Eligible Lender Owner Trustee accepts the trust hereby xxxxxx created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 6.3 expressly made by the Interim Eligible Lender Owner Trustee, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4, (iv) for any investments issued by the Owner Trustee in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (i) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Interim Eligible Lender Trustee.Owner Trustee (except in the case of willful misconduct, bad faith or negligence); 2. No (ii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer or the Certificateholder; (iii) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Basic Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (iv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificate of authentication on any Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (v) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement.; 4(vi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Certificateholder, unless the Certificateholder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. In The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; (vii) the Owner Trustee shall have no duty, responsibility or obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision of this Agreement or any law, rule or regulation in connection with risk retention; (viii) in no event shall the Interim Eligible Lender Trustee Owner Trustee, its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Interim Eligible Lender Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and (ix) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge or received written notice thereof. (b) Under no circumstances shall the Owner Trustee be liable for any representations, warranties or covenants of the Trust or any other Person (except as provided in Section 6.1(a) with regard to the Owner Trustee’s representations and warranties contained in Section 6.3) or the indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes.

Acceptance of Trust and Duties. (a) The Interim Eligible Lender Owner Trustee accepts the trust hereby created xxxxxx continued and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 6.3 expressly made by the Interim Eligible Lender Owner Trustee, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4, (iv) for any investments issued by the Owner Trustee in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (i) the Owner Trustee shall not be personally liable for any error of judgment made by a responsible officer Responsible Officer of the Interim Eligible Lender Trustee.Owner Trustee (except in the case of willful misconduct, bad faith or negligence); 2. No (ii) the Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer or the Certificateholder; (iii) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Basic Document shall require the Interim Eligible Lender Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (iv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificate of authentication on any Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (v) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer or any other Person under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are not expressly required to be performed by the Owner Trustee, including without limitation, those that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement.; 4(vi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Certificateholder, unless the Certificateholder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. In The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; (vii) the Owner Trustee shall have no duty, responsibility or obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision of this Agreement or any law, rule or regulation in connection with risk retention; (viii) in no event shall the Interim Eligible Lender Trustee Owner Trustee, its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Interim Eligible Lender Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and (ix) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge or received written notice thereof. (b) Under no circumstances shall the Owner Trustee be liable for any representations, warranties or covenants of the Trust or any other Person (except as provided in Section 6.1(a) with regard to the Owner Trustee’s representations and warranties contained in Section 6.3) or the indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee accepts the trust trusts hereby created and agrees to perform its duties hereunder with respect to such trust trusts, but only upon the terms of this Agreement. The Interim Eligible Lender Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Documents and this Agreement. The Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.03 expressly made by the Interim Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. (a) The Interim Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer Trust Officer of the Interim Eligible Lender Trustee.; 2. (b) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of any Owner transmitted pursuant to the terms hereof; (c) No provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Basic Document shall require the Interim 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 the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim 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.; 3. (d) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents; (e) The Interim 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 Company, or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans Estate, or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Trustee shall in no event assume or incur any liability, duty or obligation to any Owner, other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The Trustee shall not be liable for the default or misconduct of the Company under any of the Basic Documents or otherwise, and the Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Sale Basic Documents that are required to be performed by the Company; and (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of Owners, unless such loss Owners have offered to the Trustee security or damage indemnity satisfactory to it against the costs, expenses and regardless liabilities that may be incurred by the Trustee therein or thereby. The right of the form Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of actionany such act.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 8.3 expressly made by the Interim Eligible Lender Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 7.4 hereof, or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment judgment, not constituting negligence, made by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No provision (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it if such action or omission is in accordance with the instructions of this Agreementthe Instructing Party, the Purchase Agreements Sponsor, the Servicer or any Residual Certificateholder pursuant to the Sale Agreement terms hereof; (c) the Owner Trustee shall require the Interim Eligible Lender Trustee to expend or not risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificates of authentication on the Notes and the Residual Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Sponsor, the Insurer, the Indenture Trustee or any Residual Certificateholder, other than as expressly provided for herein and in the Basic Documents; (e) the Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Insurer, the Indenture Trustee, or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Sponsor under this Agreement, by the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement.; and 4. In (f) the Owner Trustee shall be under no event shall obligation to exercise any of the Interim Eligible Lender Trustee be responsible rights or liable for special, indirectpowers vested in it by this Agreement, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Instructing Party or any of the Residual Certificateholders, unless such Instructing Party or Residual Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee Bank accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall Bank also agrees to disburse all moneys actually received by it constituting part of the Trust Estate in accordance with the terms of this Agreement. The Trustee Bank will not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstancescircumstances in its individual capacity, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.07, (iii) for the failure by the Interim Eligible Lender TrusteeOwner Trustee to perform obligations expressly undertaken by it in the last sentence of subsection 5.03(a), or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. a) The Interim Eligible Lender Trustee shall Bank will not be personally liable for any error of judgment made in good faith by a responsible an authorized officer of the Interim Eligible Lender Trustee.Owner Trustee so long as the same will not constitute negligence, bad faith or willful misconduct; 2. (b) The Trustee Bank will not be personally liable with respect to any action taken or omitted to be taken by the Owner Trustee in good faith in accordance with the instructions of the Beneficiary; (c) No provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement shall any Transaction Document will require the Interim Eligible Lender Trustee Bank to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreementhereunder, if the Interim Eligible Lender Trustee shall Bank will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it., including such advances as the Trustee Bank may reasonably request; 3. (d) Under no circumstance will the Trustee Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Trust; (e) The Interim Eligible Lender Trustee shall Bank will not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Beneficiary or with respect to any agreement entered into by the Trust; (f) Under no circumstances will the Trustee Bank be responsible or liable for the formaction or inaction of the Beneficiary, character, genuineness, sufficiency, value nor will the Trustee Bank be responsible for monitoring the performance of the Beneficiary's duties hereunder or validity of any other Person acting for or on behalf of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreement.Trust; 4. (g) In no event shall the Interim Eligible Lender Trustee Bank be responsible or personally liable for special, indirectconsequential or punitive damages unless such damages result from its willful misconduct or gross negligence, for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, for the acts or omissions of brokers or dealers, and for any losses due to forces beyond the control of the Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Trustee Bank shall have no responsibility for the accuracy of any information provided to the Beneficiary or any other Person that has been obtained from, or consequential loss provided to the Trustee Bank by, any other Person; (h) the Trustee Bank shall not be liable for the default or damage misconduct of the Indenture Trustee under any of the Transaction Documents or otherwise, and the Trustee Bank shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Transaction Documents, in each case that are required to be performed by the Indenture Trustee under the Indenture; and (i) the Trustee Bank shall be under no obligation to exercise any of the rights or powers vested in it by this agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or direction of the Beneficiary, unless the Beneficiary has offered to the Trustee Bank security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee Bank therein or thereby. The right of the Trustee Bank to perform any discretionary act enumerated in this Agreement or in any Transaction Document shall not be construed as a duty, and the Trustee Bank shall not be answerable for other than its negligence or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.3 expressly made by the Interim Eligible Lender Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.4 hereof, or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment judgment, not constituting gross negligence, made by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No provision (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it if such action or omission is in accordance with the instructions of this Agreementthe Instructing Party, the Purchase Agreements Sponsor, the Servicer or any Certificateholder pursuant to the Sale Agreement shall require the Interim Eligible Lender Trustee to expend terms hereof; (c) or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Sponsor, the Insurer, Indenture Trustee, any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Insurer, the Indenture Trustee, or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Sponsor under this Agreement, by the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement.; and 4. In (g) the Owner Trustee shall be under no event shall obligation to exercise any of the Interim Eligible Lender Trustee be responsible rights or liable for special, indirectpowers vested in it by this Agreement, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Instructing Party or any of the Certificateholders, unless such Instructing Party or Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Bluemont Funding Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Bluemont Funding Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Bluemont Funding Purchase Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim Bluemont Funding Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Bluemont Funding Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim Bluemont Funding Eligible Lender Trustee. 2. No provision of this Agreement, the Purchase Agreements Agreement or the Sale Bluemont Funding Purchase Agreement shall require the Interim Bluemont Funding 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 the Bluemont Funding Purchase Agreements or the Sale Agreement, if the Interim Bluemont Funding 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. 3. The Interim Bluemont Funding 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 Bluemont Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Bluemont Funding Purchase Agreements or the Sale Agreement.. Interim Trust Agreement – Bluemont Funding 4. In no event shall the Bluemont Funding Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Bluemont Funding Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee Bank accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. If, notwithstanding Section 4.03, the Trustee Bank receives moneys constituting part of the Trust Estate, the Trustee Bank agrees to disburse all such moneys in accordance with the terms of this Agreement. The Interim Eligible Lender Trustee shall Bank will not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstancescircumstances in its individual capacity, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.07, (iii) for the failure by the Interim Eligible Lender TrusteeOwner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.03(a), or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation limitation: (and subject to a) the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender Trustee shall Bank will not be personally liable for any error of judgment made in good faith by a responsible an authorized officer of the Interim Eligible Lender Trustee.Owner Trustee so long as the same will not constitute negligence, bad faith or willful misconduct; 2. No (b) the Trustee Bank will not be personally liable with respect to any action taken or omitted to be taken by the Owner Trustee in good faith in accordance with the instructions of the Beneficiary; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement shall any Transaction Document will require the Interim Eligible Lender Trustee Bank to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreementhereunder, if the Interim Eligible Lender Trustee shall Bank will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it., including such advances as the Trustee Bank may reasonably request; 3. The Interim Eligible Lender (d) under no circumstance will the Trustee shall Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation of the Trust, including any indebtedness of the Trust; (e) the Trustee Bank will not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Beneficiary or for with respect to any agreement entered into by the form, character, genuineness, sufficiency, value or validity of any of Trust; (f) under no circumstances will the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreement. 4. In no event shall the Interim Eligible Lender Trustee Bank be responsible or liable for the action or inaction of the Beneficiary, nor will the Trustee Bank be responsible for monitoring the performance of the Beneficiary's duties hereunder or of any other Person acting for or on behalf of the Trust; (g) in no event shall the Trustee Bank be personally liable for special, indirectconsequential or punitive damages unless such damages result from its willful misconduct or gross negligence, for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, for the acts or omissions of brokers or dealers, and for any losses due to forces beyond the control of the Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Trustee Bank shall have no responsibility for the accuracy of any information provided to the Beneficiary or any other Person that has been obtained from, or consequential loss provided to the Trustee Bank by, any other Person; (h) the Trustee Bank shall not be liable for the default or damage misconduct of the Indenture Trustee under any of the Transaction Documents or otherwise, and the Trustee Bank shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Transaction Documents, in each case that are required to be performed by the Indenture Trustee under the Indenture; and (i) the Trustee Bank shall be under no obligation to exercise any of the rights or powers vested in it by this agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or direction of the Beneficiary, unless the Beneficiary has offered to the Trustee Bank security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee Bank therein or thereby. The right of the Trustee Bank to perform any discretionary act enumerated in this Agreement or in any Transaction Document shall not be construed as a duty, and the Trustee Bank shall not be answerable for other than its negligence or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. (a) The Interim Eligible Lender Owner Trustee accepts the trust hereby xxxxxx created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 6.3 expressly made by the Interim Eligible Lender Owner Trustee, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4, (iv) for any investments issued by the Owner Trustee in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (i) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Interim Eligible Lender Trustee.Owner Trustee (except in the case of willful misconduct, bad faith or negligence); 2. No (ii) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer or the Certificateholder; (iii) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Basic Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (iv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificate of authentication on the Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (v) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement.; 4(vi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Certificateholder, unless the Certificateholder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. In The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; (vii) the Owner Trustee shall have no duty, responsibility or obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision of this Agreement or any law, rule or regulation in connection with risk retention; (viii) in no event shall the Interim Eligible Lender Trustee Owner Trustee, its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Interim Eligible Lender Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and (ix) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge or received written notice thereof. (b) Under no circumstances shall the Owner Trustee be liable for any representations, warranties or covenants of the Trust or any other Person (except as provided in Section 6.1(a) with regard to the Owner Trustee’s representations and warranties contained in Section 6.3) or the indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes.

Acceptance of Trust and Duties. The Interim VL Funding Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim VL Funding Eligible Lender Trustee shall not be answerable or accountable hereunder or under the VL Funding Purchase Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim VL Funding Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim VL Funding Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim VL Funding Eligible Lender Trustee. 2. No provision of this Agreement, the Purchase Agreements Agreement or the Sale VL Funding Purchase Agreement shall require the Interim VL Funding 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 the VL Funding Purchase Agreements or the Sale Agreement, if the Interim VL Funding 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. 3. The Interim VL Funding 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 VL Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the VL Funding Purchase Agreements or the Sale Agreement. 4. In no event shall the VL Funding Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the VL Funding Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.. Interim Trust Agreement – VL Funding

Acceptance of Trust and Duties. (a) The Interim Eligible Lender Owner Trustee accepts the trust hereby created xxxxxx continued and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 6.3 expressly made by the Interim Eligible Lender Owner Trustee, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4, (iv) for any investments issued by the Owner Trustee in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (i) the Owner Trustee shall not be personally liable for any error of judgment made by a responsible officer Responsible Officer of the Interim Eligible Lender Trustee.Owner Trustee (except in the case of willful misconduct, bad faith or negligence); 2. No (ii) the Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer or the Certificateholder; (iii) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Basic Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (iv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificate of authentication on any Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or the Certificateholder, other than as expressly provided for herein and in the Basic Documents; (v) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are not expressly required to be performed by the Owner Trustee, including without limitation, those that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement.; 4(vi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Certificateholder, unless the Certificateholder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. In The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; (vii) the Owner Trustee shall have no duty, responsibility or obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision of this Agreement or any law, rule or regulation in connection with risk retention; (viii) in no event shall the Interim Eligible Lender Trustee Owner Trustee, its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Interim Eligible Lender Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and (ix) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge or received written notice thereof. (b) Under no circumstances shall the Owner Trustee be liable for any representations, warranties or covenants of the Trust or any other Person (except as provided in Section 6.1(a) with regard to the Owner Trustee’s representations and warranties contained in Section 6.3) or the indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee Bank accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall Bank also agrees to disburse all moneys actually received by it constituting part of the Trust Estate in accordance with the terms of this Agreement. The Trustee Bank will not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstancescircumstances in its individual capacity, except (i) for its own willful misconduct or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.07, (iii) for the failure by the Interim Eligible Lender TrusteeTrustee to perform obligations expressly undertaken by it in the last sentence of Section 5.03(a), or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. a) The Interim Eligible Lender Trustee shall Bank will not be personally liable for any error of judgment made in good faith by a responsible an authorized officer of the Interim Eligible Lender Trustee.Trustee so long as the same will not constitute gross negligence or willful misconduct; 2. (b) The Trustee Bank will not be personally liable with respect to any action taken or omitted to be taken by the Trustee in good faith in accordance with the instructions of the Managing Beneficiary; (c) No provision of this Agreement, the Purchase Agreements or the Sale Agreement shall will require the Interim Eligible Lender Trustee Bank to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreementhereunder, if the Interim Eligible Lender Trustee shall Bank will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it., including such advances as the Trustee Bank may reasonably request; 3. (d) Under no circumstance will the Trustee Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Trust; (e) The Interim Eligible Lender Trustee shall Bank will not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Beneficiary or for with respect to any agreement entered into by the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale AgreementTrust. 4. In (f) Under no event shall circumstances will the Interim Eligible Lender Trustee Bank be responsible or liable for the action or inaction of the Managing Beneficiary, nor will the Trustee Bank be responsible for monitoring the performance of the Managing Beneficiary’s duties hereunder or of any other Person acting for or on behalf of the Trust. (g) In no event will the Trustee Bank be personally liable (i) for special, indirectconsequential or punitive damages unless such damages result from its willful misconduct or gross negligence, (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, (iii) for the acts or omissions of brokers or dealers, and (iv) for any losses due to forces beyond the control of the Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Trustee Bank will have no responsibility for the accuracy of any information provided to the Beneficiary or any other Person that has been obtained from, or consequential loss or damage of provided to the Trustee Bank by, any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionother Person.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 8.3 expressly made by the Interim Eligible Lender Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 7.4 hereof, or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment judgment, not constituting negligence, made by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No provision (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it if such action or omission is in accordance with the instructions of this Agreementthe Instructing Party, the Purchase Agreements Sponsor, the Servicer or any Residual Certificateholder pursuant to the Sale Agreement shall require the Interim Eligible Lender Trustee to expend terms hereof; (c) or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificates of authentication on the Notes and the Residual Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Sponsor, the Insurer, the Indenture Trustee or any Residual Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Insurer, the Indenture Trustee, or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Sponsor under this Agreement, by the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement.; and 4. In (g) the Owner Trustee shall be under no event shall obligation to exercise any of the Interim Eligible Lender Trustee be responsible rights or liable for special, indirectpowers vested in it by this Agreement, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Instructing Party or any of the Residual Certificateholders, unless such Instructing Party or Residual Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Town Center Funding Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Town Center Funding Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Town Center Funding Purchase Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim Town Center Funding Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Town Center Funding Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim Town Center Funding Eligible Lender Trustee. 2. No provision of this Agreement, the Purchase Agreements Agreement or the Sale Town Center Funding Purchase Agreement shall require the Interim Town Center Funding 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 the Town Center Funding Purchase Agreements or the Sale Agreement, if the Interim Town Center Funding 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.. Interim Trust Agreement – Town Center Funding 4 3. The Interim Town Center Funding 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 Town Center Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Town Center Funding Purchase Agreements or the Sale Agreement. 4. In no event shall the Town Center Funding Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Town Center Funding Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust trusts hereby created and agrees to perform its duties hereunder with respect to such trust trusts, but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.03 expressly made by the Interim Eligible Lender Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. (a) The Interim Eligible Lender Owner Trustee shall not be liable for any error of judgment made by a responsible officer Trust Officer of the Interim Eligible Lender Owner Trustee.; 2. (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of any Owner transmitted pursuant to the terms hereof; (c) No provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Basic Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The Interim Eligible Lender Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Company, or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate, or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Owner, other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The Owner Trustee shall not be liable for the default or misconduct of the Company, the Indenture Trustee or the Servicer under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Indenture Trustee under the Indenture or the Servicer or the Company under the Sale and Servicing Agreement.; and 4. In (g) The Owner Trustee shall be under no event shall obligation to exercise any of the Interim Eligible Lender Trustee be responsible rights or liable for special, indirectpowers vested in it by this Agreement, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of Owners, unless such loss Owners have offered to the Owner Trustee security or damage indemnity satisfactory to it against the costs, expenses and regardless liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the form Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of actionany such act.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust trusts hereby created and agrees to perform its duties hereunder with respect to such trust trusts, but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.03 expressly made by the Interim Eligible Lender Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. (a) The Interim Eligible Lender Owner Trustee shall not be liable for any error of judgment made by a responsible officer Trust Officer of the Interim Eligible Lender Owner Trustee.; 2. (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of any Owner transmitted pursuant to the terms hereof; (c) No provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Basic Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The Interim Eligible Lender Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Company, or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate, or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Owner, other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The Owner Trustee shall not be liable for the default or misconduct of the Company or the Sale Indenture Trustee under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Indenture Trustee under the Indenture or the Company; and (g) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of Owners, unless such loss Owners have offered to the Owner Trustee security or damage indemnity satisfactory to it against the costs, expenses and regardless liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the form Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of actionany such act.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee Bank accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. If, notwithstanding Section 4.03, the Trustee Bank receives moneys constituting part of the Trust Estate, the Trustee Bank agrees to disburse all such moneys in accordance with the terms of this Agreement. The Interim Eligible Lender Trustee shall Bank will not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstancescircumstances in its individual capacity, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.07, (iii) for the failure by the Interim Eligible Lender TrusteeOwner Trustee to perform obligations expressly undertaken by it in the last sentence of subsection 5.03(a), or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation limitation: (and subject to a) the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender Trustee shall Bank will not be personally liable for any error of judgment made in good faith by a responsible an authorized officer of the Interim Eligible Lender Trustee.Owner Trustee so long as the same will not constitute negligence, bad faith or willful misconduct; 2. No (b) the Trustee Bank will not be personally liable with respect to any action taken or omitted to be taken by the Owner Trustee in good faith in accordance with the instructions of the Beneficiary; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement shall any Transaction Document will require the Interim Eligible Lender Trustee Bank to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreementhereunder, if the Interim Eligible Lender Trustee shall Bank will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it., including such advances as the Trustee Bank may reasonably request; 3. The Interim Eligible Lender (d) under no circumstance will the Trustee shall Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation of the Trust, including any indebtedness of the Trust; (e) the Trustee Bank will not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Beneficiary or for with respect to any agreement entered into by the form, character, genuineness, sufficiency, value or validity of any of Trust; (f) under no circumstances will the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreement. 4. In no event shall the Interim Eligible Lender Trustee Bank be responsible or liable for the action or inaction of the Beneficiary, nor will the Trustee Bank be responsible for monitoring the performance of the Beneficiary's duties hereunder or of any other Person acting for or on behalf of the Trust; (g) in no event shall the Trustee Bank be personally liable for special, indirectconsequential or punitive damages unless such damages result from its willful misconduct or gross negligence, for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, for the acts or omissions of brokers or dealers, and for any losses due to forces beyond the control of the Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Trustee Bank shall have no responsibility for the accuracy of any information provided to the Beneficiary or any other Person that has been obtained from, or consequential loss provided to the Trustee Bank by, any other Person; (h) the Trustee Bank shall not be liable for the default or damage misconduct of the Indenture Trustee under any of the Transaction Documents or otherwise, and the Trustee Bank shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Transaction Documents, in each case that are required to be performed by the Indenture Trustee under the Indenture; and (i) the Trustee Bank shall be under no obligation to exercise any of the rights or powers vested in it by this agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or direction of the Beneficiary, unless the Beneficiary has offered to the Trustee Bank security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee Bank therein or thereby. The right of the Trustee Bank to perform any discretionary act enumerated in this Agreement or in any Transaction Document shall not be construed as a duty, and the Trustee Bank shall not be answerable for other than its negligence or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust trust, but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Trust Estate in accordance with the terms of the Transaction Documents. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Transaction Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 6.03 expressly made by the Interim Eligible Lender TrusteeOwner Trustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be personally liable for any error of judgment made in good faith by a responsible an authorized officer of the Interim Eligible Lender Owner Trustee., so long as the same will not constitute willful misconduct or negligence; 2. No (b) the Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer or the Transferor; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any other Transaction Document shall require the Interim Eligible Lender Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreementany other Transaction Document, if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) except for Section 6.03 of this Agreement, under no circumstances shall the Owner Trustee be liable for any representation, warranty, consent or other indebtedness evidenced by or arising under any of the Transaction Documents, including the principal of and interest on the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Transaction Documents, other than the genuineness of the signature on the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to the Owner, other than as expressly provided for herein or expressly agreed to in the other Transaction Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Transferor, the Servicer, or the Sale Indenture Trustee under any of the Transaction Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Owner Trustee under the Transaction Documents that are required to be performed by the Indenture Trustee under the Indenture or the Servicer under the Transfer and Servicing Agreement.; 4(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Transaction Document, at the request, order or direction of the Transferor, unless the Transferor has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or any other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for, other than its negligence or willful misconduct in the performance of, any such act; and (h) 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 Transferor) to determine whether any action required to be taken pursuant to this Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In no the event that said counsel advises the Owner Trustee that such action will result in such consequences, the Transferor shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of appoint an additional trustee pursuant to Section 9.05 hereof to proceed with such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 8.3 expressly made by the Interim Eligible Lender Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 7.4 hereof, or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment judgment, not constituting negligence, made by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No provision (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it if such action or omission is in accordance with the instructions of this Agreementthe Instructing Party, the Purchase Agreements Sponsor, the Servicer or any Residual Certificateholder pursuant to the Sale Agreement shall require the Interim Eligible Lender Trustee to expend terms hereof; (c) or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) by or arising under any of the Basic Documents, including the principal of and interest on the Securities; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificates of authentication on the Securities and the Residual Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Sponsor, the Insurer, Xxxxxxx Mac, Trustee, any Residual Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Insurer, Xxxxxxx Mac, the Trustee, or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Sponsor under this Agreement, by the Trustee under the Pooling Agreement or the Servicer under the Sale and Servicing Agreement.; and 4. In (g) the Owner Trustee shall be under no event shall obligation to exercise any of the Interim Eligible Lender Trustee be responsible rights or liable for special, indirectpowers vested in it by this Agreement, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Instructing Party or any of the Residual Certificateholders, unless such Instructing Party or Residual Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee Bank accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall Bank also agrees to disburse all moneys actually received by it constituting part of the Trust Estate in accordance with the terms of this Agreement. The Trustee Bank will not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstancescircumstances in its individual capacity, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.07, (iii) for the failure by the Interim Eligible Lender TrusteeOwner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.03(a), or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. a) The Interim Eligible Lender Trustee shall Bank will not be personally liable for any error of judgment made in good faith by a responsible an authorized officer of the Interim Eligible Lender Trustee.Owner Trustee so long as the same will not constitute negligence, bad faith or willful misconduct; 2. (b) The Trustee Bank will not be personally liable with respect to any action taken or omitted to be taken by the Owner Trustee in good faith in accordance with the instructions of the Beneficiary; (c) No provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement shall any Transaction Document will require the Interim Eligible Lender Trustee Bank to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreementhereunder, if the Interim Eligible Lender Trustee shall Bank will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it., including such advances as the Trustee Bank may reasonably request; 3. (d) Under no circumstance will the Trustee Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Trust; (e) The Interim Eligible Lender Trustee shall Bank will not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Beneficiary or with respect to any agreement entered into by the Trust; (f) Under no circumstances will the Trustee Bank be responsible or liable for the formaction or inaction of the Beneficiary, character, genuineness, sufficiency, value nor will the Trustee Bank be responsible for monitoring the performance of the Beneficiary's duties hereunder or validity of any other Person acting for or on behalf of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreement.Trust; 4. (g) In no event shall the Interim Eligible Lender Trustee Bank be responsible or personally liable for special, indirectconsequential or punitive damages unless such damages result from its willful misconduct or gross negligence, for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, for the acts or omissions of brokers or dealers, and for any losses due to forces beyond the control of the Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Trustee Bank shall have no responsibility for the accuracy of any information provided to the Beneficiary or any other Person that has been obtained from, or consequential loss provided to the Trustee Bank by, any other Person; (h) the Trustee Bank shall not be liable for the default or damage misconduct of the Indenture Trustee under any of the Transaction Documents or otherwise, and the Trustee Bank shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Transaction Documents, in each case that are required to be performed by the Indenture Trustee under the Indenture; and (i) the Trustee Bank shall be under no obligation to exercise any of the rights or powers vested in it by this agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or direction of the Beneficiary, unless the Beneficiary has offered to the Trustee Bank security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee Bank therein or thereby. The right of the Trustee Bank to perform any discretionary act enumerated in this Agreement or in any Transaction Document shall not be construed as a duty, and the Trustee Bank shall not be answerable for other than its negligence or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Trust Agreement. The Interim Eligible Lender Owner Trustee shall also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate in accordance with the terms of this Trust Agreement. The Owner Trustee will not be answerable liable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstancescircumstances in its individual capacity, except (i) for its own willful misconduct misconduct, bad faith or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.07 or (iii) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Interim Eligible Lender TrusteeOwner Trustee for acting as owner trustee hereunder. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. a) The Interim Eligible Lender Owner Trustee shall will not be personally liable for any error of judgment made in good faith by a responsible an authorized officer of the Interim Eligible Lender Trustee.Owner Trustee so long as the same was not grossly negligent in ascertaining the facts; 2. (b) The Owner Trustee will not be personally liable with respect to any action taken or omitted to be taken by the Owner Trustee in good faith in accordance with the instructions of the Directing Holder, the Administrator, the Beneficiary or the Depositor; (c) No provision of this Agreement, the Purchase Agreements or the Sale Trust Agreement shall will require the Interim Eligible Lender Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreementhereunder, if the Interim Eligible Lender Owner Trustee shall have has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it., including such advances as the Owner Trustee may reasonably request; 3. (d) Under no circumstance will the Owner Trustee be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Trust; (e) The Interim Eligible Lender Owner Trustee shall will not be personally responsible or liable for or in respect of the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate, or for or in respect of the validity or sufficiency of any Transaction Document or other agreement entered into by the Purchase Agreements or Trust, and the Sale Agreement. 4. In Owner Trustee shall in no event shall assume or incur any personal liability, duty or obligation to any Beneficiary, holder of indebtedness of the Interim Eligible Lender Trust or other Person, other than as expressly provided for herein; (f) Under no circumstance will the Owner Trustee be responsible or liable for the action or inaction of the Depositor, the Directing Holder, the Administrator, the Indenture Trustee or the Servicer, nor will the Owner Trustee be responsible for monitoring or supervising the performance of the Depositor’s, the Directing Holder’s or the Administrator’s duties hereunder or the duties of the Trust, the Indenture Trustee, the Administrator or the Servicer under any Transaction Documents or of any other Person acting for or on behalf of the Trust; (g) In no event will the Owner Trustee be personally liable (i) for special, indirectconsequential or punitive damages, (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, (iii) for the acts or omissions of brokers or dealers or (iv) 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. The Owner Trustee will have no responsibility for the accuracy of any information provided to any of the Beneficiary, the Directing Holder or any other Person that has been obtained from, or consequential loss provided to the Owner Trustee by, any other Person; (h) 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 damage the taking of any kind whatsoever irrespective other similar action in respect of, any State or other governmental authority or agency of whether any jurisdiction other than the Interim Eligible Lender State of Delaware by or with respect to the Owner Trustee has been advised (as such or in its individual capacity); (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Owner Trustee (as such or in its individual capacity); or (iii) subject the Owner Trustee (as such or in its individual capacity) to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the likelihood transactions by the Owner Trustee contemplated hereby. The Owner Trustee shall be entitled to obtain advice of such loss or damage counsel (the fees and regardless expenses of which shall be reimbursable to the Owner Trustee pursuant to Section 11.01) to determine whether any action required to be taken pursuant to this Trust Agreement results in the consequences described in clauses (i), (ii) and (iii) of the form preceding sentence. In the event that said counsel advises the Owner Trustee that such action will result in such consequences, the Owner Trustee shall, at the written direction of the Administrator, appoint an additional trustee pursuant to Section 8.04 to proceed with such action; (i) The Owner Trustee shall not be required to take any action or make any payment on any day in which banks are required or permitted to close in the State of Delaware; and (j) The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or otherwise or in relation to the Trust, this Trust Agreement or any Transaction Document, at the request, order or direction of any of the Beneficiary, the Directing Holder, the Administrator, the Depositor or any other Person (as applicable), unless such Persons have offered to the Owner Trustee (including in its individual capacity) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee (including in its individual capacity) therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Trust Agreement shall not be construed as a duty.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust trusts hereby created and agrees to perform its duties hereunder with respect to such trust trusts but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Trust Property upon the terms of the Related Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Related Document under any circumstances, except (i) for its own willful misconduct or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.3, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly made undertaken by it in the last sentence of Section 6.4 hereof, (iv) for any investments issued by the Interim Eligible Lender TrusteeOwner Trustee or any branch or affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee in connection with any of the transactions contemplated by this Agreement or any Related Document. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of the Certificateholders; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Related Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Related Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under this Agreement or any of the Related Documents, including the principal of and interest on the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans Property or for or in respect of the validity or sufficiency of the Purchase Agreements Related Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to the Indenture Trustee, any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the Related Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Paying Agents the Indenture Trustee or the Servicer under any of the Related Documents or otherwise and the Owner Trustee shall have no obligation or liability to monitor the performance of or to perform the obligations of the Trust under this Agreement or the Related Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture, the Paying Agent under this Agreement or the Servicer under the Sale and Servicing Agreement.; 4(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Related Document, at the request, order or direction of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Related Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act; (h) the Owner Trustee shall not be under any obligation to appear in, prosecute or defend any action, which in its opinion may require it to incur any out-of-pocket expense or any liability unless it shall be furnished with such reasonable security and indemnity against such expense or liability as it may require in accordance with the terms hereof. The Owner Trustee may, but shall be under no duty to, undertake such action as it may deem necessary at any and all times to protect the Trust Property and the respective rights and interests of the Noteholders and the Certificateholders pursuant to the terms of the Indenture and this Agreement; (i) the Owner Trustee may (at the expense of the Seller) consult with counsel, and the written advice of counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by the Owner Trustee in good faith reliance thereon; and (j) notwithstanding anything contained herein to the contrary, neither Wilmington Trust nor the Owner Trustee shall be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by Wilmington Trust; or (iii) subject Wilmington Trust 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 Wilmington Trust or the Owner Trustee as the case may be, contemplated hereby. The Owner Trustee shall be entitled to obtain (at the expense of the Seller) an opinion of counsel to determine whether any action required to be taken pursuant to this Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In no the event shall that said counsel advises the Interim Eligible Lender Owner Trustee be responsible that such action will result in such consequences, the Owner Trustee will appoint an additional or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of separate trustee to proceed with such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Operative Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Operative Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.3 expressly made by the Interim Eligible Lender Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.4 hereof, (iv) for any investments issued by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment judgment, not constituting gross negligence, made by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it if such action or omission is in accordance with the instructions of the Instructing Party, the Sponsor, the Master Servicer or any Certificateholder pursuant to the terms hereof; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Operative Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Operative Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Operative Documents, including the principal of and interest on the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements or Operative Documents, other than the Sale Agreement. 4. In certificate of authentication on the Certificates, and the Owner Trustee shall in no event shall the Interim Eligible Lender Trustee be responsible assume or liable for specialincur any liability, indirect, duty or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.obligation to

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee Bank accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall Bank also agrees to disburse all moneys actually received by it constituting part of the Trust Estate in accordance with the terms of this Agreement. The Trustee Bank will not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstancescircumstances in its individual capacity, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.07, (iii) for the failure by the Interim Eligible Lender TrusteeOwner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.03(a), or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. a) The Interim Eligible Lender Trustee shall Bank will not be personally liable for any error of judgment made in good faith by a responsible an authorized officer of the Interim Eligible Lender Trustee.Owner Trustee so long as the same will not constitute negligence, bad faith or willful misconduct; 2. (b) The Trustee Bank will not be personally liable with respect to any action taken or omitted to be taken by the Owner Trustee in good faith in accordance with the instructions of the Beneficiary; (c) No provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement shall any Transaction Document will require the Interim Eligible Lender Trustee Bank to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreementhereunder, if the Interim Eligible Lender Trustee shall Bank will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it., including such advances as the Trustee Bank may reasonably request; 3. (d) Under no circumstance will the Trustee Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Trust; (e) The Interim Eligible Lender Trustee shall Bank will not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Beneficiary or with respect to any agreement entered into by the Trust; (f) Under no circumstances will the Trustee Bank be responsible or liable for the formaction or inaction of the Beneficiary, character, genuineness, sufficiency, value nor will the Trustee Bank be responsible for monitoring the performance of the Beneficiary's duties hereunder or validity of any other Person acting for or on behalf of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreement.Trust; 4. (g) In no event shall the Interim Eligible Lender Trustee Bank be responsible or personally liable for special, indirectconsequential or punitive damages unless such damages result from its willful misconduct, bad faith or negligence, for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, for the acts or omissions of brokers or dealers, and for any losses due to forces beyond the control of the Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Trustee Bank shall have no responsibility for the accuracy of any information provided to the Beneficiary or any other Person that has been obtained from, or consequential loss provided to the Trustee Bank by, any other Person; (h) The Trustee Bank shall not be liable for the default or damage misconduct of the Indenture Trustee under any of the Transaction Documents or otherwise, and the Trustee Bank shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Transaction Documents, in each case that are required to be performed by the Indenture Trustee under the Indenture; and (i) The Trustee Bank shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or direction of the Beneficiary, unless the Beneficiary has offered to the Trustee Bank security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee Bank therein or thereby. The right of the Trustee Bank to perform any discretionary act enumerated in this Agreement or in any Transaction Document shall not be construed as a duty, and the Trustee Bank shall not be answerable for other than its negligence or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust trusts hereby created and agrees to perform its duties hereunder with respect to such trust trusts but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Trust Property upon the terms of the Related Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Related Document under any circumstances, except (i) for its own willful misconduct or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.3, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly made undertaken by it in the last sentence of Section 6.4 hereof, (iv) for any investments issued by the Interim Eligible Lender TrusteeOwner Trustee or any branch or affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee in connection with any of the transactions contemplated by this Agreement or any Related Document. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of the Certificateholders; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Related Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Related Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under this Agreement or any of the Related Documents, including the principal of and interest on the Certificates or the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans Property or for or in respect of the validity or sufficiency of the Purchase Agreements Related Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to the Indenture Trustee, any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the Related Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Paying Agent, the Indenture Trustee or the Servicer under any of the Related Documents or otherwise and the Owner Trustee shall have no obligation or liability to monitor the performance of or to perform the obligations of the Trust under this Agreement or the Related Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture, the Paying Agent under this Agreement or the Servicer under the Sale and Servicing Agreement.; 4(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Related Document, at the request, order or direction of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Related Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act; (h) the Owner Trustee shall not be under any obligation to appear in, prosecute or defend any action, which in its opinion may require it to incur any out-of-pocket expense or any liability unless it shall be furnished with such reasonable security and indemnity against such expense or liability as it may require in accordance with the terms hereof. The Owner Trustee may, but shall be under no duty to, undertake such action as it may deem necessary at any and all times to protect the Trust Property and the respective rights and interests of the Noteholders and the Certificateholders pursuant to the terms of the Indenture and this Agreement; (i) the Owner Trustee may (at the expense of the Seller) consult with counsel, and the written advice of counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by the Owner Trustee in good faith reliance thereon; and (j) notwithstanding anything contained herein to the contrary, neither Wilmington Trust nor the Owner Trustee shall be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by Wilmington Trust; or (iii) subject Wilmington Trust 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 Wilmington Trust or the Owner Trustee as the case may be, contemplated hereby. The Owner Trustee shall be entitled to obtain (at the expense of the Seller) an opinion of counsel to determine whether any action required to be taken pursuant to this Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In no the event shall that said counsel advises the Interim Eligible Lender Owner Trustee be responsible that such action will result in such consequences, the Owner Trustee will appoint an additional or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of separate trustee to proceed with such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee Bank ------------------------------ accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall Bank also agrees to disburse all moneys actually received by it constituting part of the Trust Estate in accordance with the terms of this Agreement. The Trustee Bank will not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstancescircumstances in its individual capacity, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.07, (iii) ------------ for the failure by the Interim Eligible Lender TrusteeOwner Trustee to perform obligations expressly undertaken by it in the last sentence of subsection 5.03(a), or (iv) for taxes, fees or ------------------ other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. a) The Interim Eligible Lender Trustee shall Bank will not be personally liable for any error of judgment made in good faith by a responsible an authorized officer of the Interim Eligible Lender Trustee.Owner Trustee so long as the same will not constitute negligence, bad faith or willful misconduct; 2. (b) The Trustee Bank will not be personally liable with respect to any action taken or omitted to be taken by the Owner Trustee in good faith in accordance with the instructions of the Beneficiary; (c) No provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement shall any Transaction Document will require the Interim Eligible Lender Trustee Bank to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreementhereunder, if the Interim Eligible Lender Trustee shall Bank will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it., including such advances as the Trustee Bank may reasonably request; 3. (d) Under no circumstance will the Trustee Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Trust; (e) The Interim Eligible Lender Trustee shall Bank will not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Beneficiary or with respect to any agreement entered into by the Trust; (f) Under no circumstances will the Trustee Bank be responsible or liable for the formaction or inaction of the Beneficiary, character, genuineness, sufficiency, value nor will the Trustee Bank be responsible for monitoring the performance of the Beneficiary's duties hereunder or validity of any other Person acting for or on behalf of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreement.Trust; 4. (g) In no event shall the Interim Eligible Lender Trustee Bank be responsible or personally liable for special, indirectconsequential or punitive damages unless such damages result from its willful misconduct or gross negligence, for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, for the acts or omissions of brokers or dealers, and for any losses due to forces beyond the control of the Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Trustee Bank shall have no responsibility for the accuracy of any information provided to the Beneficiary or any other Person that has been obtained from, or consequential loss provided to the Trustee Bank by, any other Person; (h) the Trustee Bank shall not be liable for the default or damage misconduct of the Indenture Trustee under any of the Transaction Documents or otherwise, and the Trustee Bank shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Transaction Documents, in each case that are required to be performed by the Indenture Trustee under the Indenture; and (i) the Trustee Bank shall be under no obligation to exercise any of the rights or powers vested in it by this agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or direction of the Beneficiary, unless the Beneficiary has offered to the Trustee Bank security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee Bank therein or thereby. The right of the Trustee Bank to perform any discretionary act enumerated in this Agreement or in any Transaction Document shall not be construed as a duty, and the Trustee Bank shall not be answerable for other than its negligence or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee accepts the trust trusts hereby created and agrees to perform its duties hereunder with respect to such trust trusts but only upon the terms of this Agreement. The Interim Eligible Lender Trustee also agrees to disburse all monies actually received by it constituting part of the Trust Property upon the terms of the Related Documents and this Agreement. The Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Related Document under any circumstances, except (i) for its own willful misconduct or negligence or gross negligence, (ii) in the case of the material inaccuracy of any representation or warranty contained in Section 5.2 below 3.03, (iii) for liabilities arising from the failure of the Trustee to perform obligations expressly made undertaken by it in the last sentence of Section 6.04 hereof, (iv) for any investments issued by the Interim Eligible Lender TrusteeTrustee 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 Trustee in connection with any of the transactions contemplated by this Agreement or any Related Document. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender a. the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Interim Eligible Lender Trustee.; 2. No b. the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of the Certificateholders; c. no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Related Document shall require the Interim 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 the Purchase Agreements or the Sale Agreement, any Related Document if the Interim 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.it unless the Trustee has been provided security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee in connection therewith; 3. The Interim Eligible Lender d. under no circumstances shall the Trustee be liable for indebtedness evidenced by or arising under this Agreement or any of the Related Documents, including the principal of and interest on the Certificates; e. the Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans Property or for or in respect of the validity or sufficiency of the Purchase Agreements Related Documents, other than the certificate of authentication on the Certificates, and the Trustee shall in no event assume or incur any liability, duty, or obligation to any Holder other than as expressly provided for herein and in the Related Documents; f. the Trustee shall not be liable for the default or misconduct of the Servicer and the Trustee shall have no obligation or liability to monitor the performance of or to perform the obligations of the Trust under this Agreement or the Sale Related Documents that are required to be performed by the Servicer; g. the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement., or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Related Document, at the request, order or direction of the Certificateholders, unless such Certificateholders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee therein or thereby. The right of the Trustee to perform any discretionary act enumerated in this Agreement or in any Related Document shall not be construed as a duty, and the Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act; 4h. The Trustee shall not be under any obligation to appear in, prosecute or defend any action, which in its opinion may require it to incur any out-of- pocket expense or any liability unless it shall be furnished with such reasonable security and indemnity against such expense or liability as it may require in accordance with the terms hereof. The Trustee may, but shall be under no duty to, undertake such action as it may deem necessary at any and all times to protect the Trust Property and the respective rights and interests of the Holders pursuant to the terms of the Indenture and this Agreement; i. The Trustee may consult with counsel, and the written advice of counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by the Trustee in good faith reliance thereon; and j. Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than in the State of Minnesota if the taking of such action will (i) require the consent or approval or authorization or order of or giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Minnesota; (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 Minnesota becoming payable by Trustee; or (iii) subject the Trustee to personal jurisdiction in any jurisdiction other than the State of Minnesota for causes of action arising from acts unrelated to the consummation of the transactions by the Trustee contemplated hereby. The Trustee shall be entitled to obtain an opinion of counsel to determine whether any action required to be taken pursuant to this Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In no the event shall that said counsel advises the Interim Eligible Lender Trustee be responsible that such action will result in such consequences, the Trustee will appoint an additional or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of separate trustee to proceed with such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust trusts hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of this Agreement. The Bank shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any other Transaction Documents under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.04(a), (iii) for liabilities arising from the failure by the Interim Eligible Lender TrusteeBank to perform obligations expressly undertaken by it in the last sentence of Section 5.04, or (iv) for taxes, fees or other charges based on or measured by any fees, commissions or compensation received by the Bank in connection with any of the transactions contemplated by 30 this Agreement, any other Transaction Documents or the Notes. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. a) The Interim Eligible Lender Trustee Bank shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. (b) The Bank shall not be liable with respect to any action taken or omitted to be taken by the Owner Trustee in accordance with the instructions of the Certificateholders or Insurer; (c) No provision of this Agreement, the Purchase Agreements or the Sale Agreement shall require the Interim Eligible Lender Trustee Bank to expend or risk funds or otherwise incur any financial liability in the performance of any of its the Owner Trustee's rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any other Transaction Documents if the Interim Eligible Lender Trustee Bank shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. (d) Under no circumstance shall the Bank be liable for indebtedness evidenced by or arising under any of the Transaction Documents, including the principal of and interest on the Notes; (e) The Interim Eligible Lender Bank shall not be liable with respect to any action taken or omitted to be taken by the Depositor, the Insurer, the Administrator, the Servicer, the Indenture Trustee, any Officer or the Certificate Paying Agent under this Agreement or any other Transaction Document or otherwise and the Bank shall not be obligated to perform or monitor the performance of any obligations or duties under this Agreement or the other Transaction Documents which are to be performed by the Certificate Paying Agent under this Agreement, the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or by any other Person under any of the Transaction Documents; and (f) The Bank shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements or Transaction Documents, other than the Sale Agreement. 4. In certificate of authentication on the Certificates, and the Bank shall in no event shall assume or incur any liability, duty or obligation to any Noteholder, the Interim Eligible Lender Trustee be responsible Insurer, the Depositor or liable to the Certificateholders, other than as expressly provided for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionherein.

Acceptance of Trust and Duties. The Interim Eligible Lender ------------------------------ Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements Agreement or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The the Interim Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim Eligible Lender Trustee.; 2. No no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement shall require the Interim 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 the Purchase Agreements Agreement or the Sale Agreement, if the Interim 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.; and 3. The the Interim 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 Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements Agreement or the Sale Agreement. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 8.3 expressly made by the Interim Eligible Lender Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 7.4 hereof, or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment judgment, not constituting negligence, made by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No provision (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it if such action or omission is in accordance with the instructions of this Agreementthe Instructing Party, the Purchase Agreements Sponsor, the Servicer or any Residual Certificateholder pursuant to the Sale Agreement shall require the Interim Eligible Lender Trustee to expend terms hereof; (c) or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificates of authentication on the Notes, the Residual Certificates and the Class S Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Sponsor, the Insurer, the Indenture Trustee, any Residual Certificateholder or any Class S Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Insurer, the Indenture Trustee, or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Sponsor under this Agreement, by the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement.; and 4. In (g) the Owner Trustee shall be under no event shall obligation to exercise any of the Interim Eligible Lender Trustee be responsible rights or liable for special, indirectpowers vested in it by this Agreement, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Instructing Party or any of the Residual Certificateholders, unless such Instructing Party or Residual Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee accepts the ------------------------------ trust hereby created and each of the Trustee and Designee agrees to perform its applicable duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Trustee agrees to disburse or cause to be disbursed all monies actually received by it or on its behalf constituting part of the Trust Estate upon the terms of this Agreement and the other Basic Agreements. Neither the Trust Company nor API, as the case may be, shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstances, except to the Trust, the Certificateholders and the payee(s) of the Subordinated Participation Interest and the Advisory Fee: (ia) for its own willful wilful misconduct or negligence or gross negligence; (iib) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 6.3 expressly made by the Interim Eligible Lender TrusteeTrust Company; (c) for liabilities arising from the failure by the Trust Company to perform obligations expressly undertaken by it in the last sentence of Section 5.4; or (d) for taxes, fees, or other charges that are imposed on, based on, or measured by any fees, commissions, compensation or income received by the Trust Company in connection with any of the transactions contemplated by this Agreement. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (1. The Interim Eligible Lender Trustee ) the Trust Company shall not be liable for any good faith error of judgment made by a responsible officer the Trustee, and API shall not be liable for any good faith error of judgment made by the Designee; (2) the Trust Company and API, as applicable, shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Interim Eligible Lender Trustee.Required Certificateholders given in accordance herewith; 2. No (3) no provision of this Agreement, the Purchase Agreements or the Sale Agreement shall require the Interim Eligible Lender Trustee Trust Company or API, as applicable, to expend or risk funds or otherwise incur any financial liability in the performance of any of its the Trust's or the Trustee's or the Designee's rights or powers hereunder or under the Purchase Agreements or the Sale Agreementhereunder, if the Interim Eligible Lender Trustee Trust Company or API shall have reasonable grounds for believing in its sole discretion determine that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender Trustee (4) under no circumstances shall the Trust Company or API be liable for indebtedness evidenced by any of the Obligations or under any of the Basic Agreements; (5) the Trust Company and API shall not be responsible for or in respect of the validity or sufficiency of this Agreement Agreement, or for the due execution hereof by the Depositor Initial Certificateholder or for the form, character, genuineness, sufficiency, value value, or validity of any of the Interim Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Basic Agreements, and the Trust Company and API shall in no event assume or incur any liability, duty, or obligation to any Certificateholder, other than as expressly provided for herein; and (6) the Trust Company shall not be liable for the default or misconduct of the Distributor or any sublicensee or other Person and, except to the extent otherwise provided herein, the Trust Company shall have no obligation or liability to perform the obligations of the Trust hereunder or under the Basic Agreements or that are required to be performed by the Sale Distributor under the Distribution Agreement. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it in accordance with the Basic Documents and constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 8.3 expressly made by the Interim Eligible Lender Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 7.4 hereof, or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment judgment, not constituting negligence, made by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No provision (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it if such action or omission is in accordance with the instructions of this Agreementthe Instructing Party, the Purchase Agreements Depositor, the Servicer or any Residual Certificateholder pursuant to the Sale Agreement terms hereof; (c) the Owner Trustee shall require the Interim Eligible Lender Trustee to expend or not risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor and the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificates of authentication on the Residual Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Depositor, the Insurer, the Indenture Trustee or any Residual Certificateholder, other than as expressly provided for herein and in the Basic Documents; (e) the Owner Trustee shall not be liable for the negligence, default or misconduct of the Depositor, any Residual Certificateholder, the holder of the Class C Interest, the Insurer, the Indenture Trustee, or the Sale Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Depositor under this Agreement, by the Indenture Trustee under this Agreement and the Indenture, the Manager under the Management Agreement or the Servicer under the Master Servicing Agreement; (f) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Instructing Party or any of the Residual Certificateholders, unless such Instructing Party or Residual Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act; (g) Notwithstanding anything to the contrary herein or in any Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Issuer or any other Person any filings, certificates, affidavits or other instruments in connection with certifications required under the Xxxxxxxx-Xxxxx Act of 2002; (h) the Owner Trustee shall have no responsibility for the accuracy of any information provided to Residual Certificateholders or any other Person that has been obtained from, or provided to the Owner Trustee by, any other Person; (i) in the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement; and (j) the Owner Trustee shall incur no liability if, by reason of any provision of any present or future law or regulation thereunder, or by any force majeure event, including but not limited to natural disaster, war or other circumstances beyond its reasonable control, the Owner Trustee shall be prevented or forbidden from doing or performing any act or thing which the terms of this Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Agreement. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee Bank accepts the trust hereby xxxxxx created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall Bank also agrees to disburse all moneys actually received by it constituting part of the Trust Estate in accordance with the terms of this Agreement. The Trustee Bank will not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstancescircumstances in its individual capacity, except (i) for its own willful misconduct misconduct, bad faith or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.07, (iii) for the failure by the Interim Eligible Lender TrusteeOwner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.03(a), or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. a) The Interim Eligible Lender Trustee shall Bank will not be personally liable for any error of judgment made in good faith by a responsible an authorized officer of the Interim Eligible Lender Trustee.Owner Trustee so long as the same will not constitute gross negligence, bad faith or willful misconduct; 2. (b) The Trustee Bank will not be personally liable with respect to any action taken or omitted to be taken by the Owner Trustee in good faith in accordance with the instructions of the Beneficiary; (c) No provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement shall any Transaction Document will require the Interim Eligible Lender Trustee Bank to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreementhereunder, if the Interim Eligible Lender Trustee shall Bank will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it., including such advances as the Trustee Bank may reasonably request; 3. (d) Under no circumstance will the Trustee Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Note Issuance Trust; (e) The Interim Eligible Lender Trustee shall Bank will not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Beneficiary or with respect to any agreement entered into by the Note Issuance Trust; (f) Under no circumstances will the Trustee Bank be personally responsible or liable for the formaction or inaction of the Beneficiary, character, genuineness, sufficiency, value nor will the Trustee Bank be responsible for monitoring the performance of the Beneficiary’s duties hereunder or validity of any other Person acting for or on behalf of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreement.Note Issuance Trust; 4. (g) In no event shall the Interim Eligible Lender Trustee Bank be responsible or personally liable for special, indirectconsequential or punitive damages unless such damages result from its willful misconduct, bad faith or gross negligence, for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, for the acts or omissions of brokers or dealers, and for any losses due to forces beyond the control of the Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Trustee Bank shall have no responsibility for the accuracy of any information provided to the Beneficiary or any other Person that has been obtained from, or consequential loss provided to the Trustee Bank by, any other Person unless the Trustee Bank has actual knowledge that such information is incorrect; (h) The Trustee Bank shall not be personally liable for the default or damage misconduct of the Indenture Trustee under any of the Transaction Documents or otherwise, and the Trustee Bank shall have no obligation or liability to perform the obligations of the Note Issuance Trust under this Agreement or the Transaction Documents, in each case that are required to be performed by the Indenture Trustee under the Indenture; and (i) The Trustee Bank shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or direction of the Beneficiary, unless the Beneficiary has offered to the Trustee Bank security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee Bank therein or thereby. The right of the Trustee Bank to perform any discretionary act enumerated in this Agreement or in any Transaction Document shall not be construed as a duty, and the Trustee Bank shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim Eligible Lender Trustee. 2. No provision of this Agreement, the Purchase Agreements or the Sale Agreement shall require the Interim 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 the Purchase Agreements or the Sale Agreement, if the Interim 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. 3. The Interim 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, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreement. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.. Interim Trust Agreement – SLM Funding 4

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee Trust Company accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust trust, but only upon the terms of this Agreement. The Interim Eligible Lender Trustee Trust Company also agrees to disburse all moneys actually received by it constituting part of the Trust Estate in accordance with the terms of the Transaction Documents. The Trust Company shall not be answerable or accountable hereunder under this Agreement or under the Purchase Agreements or the Sale Agreement any Transaction Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 6.03 expressly made by the Interim Eligible Lender TrusteeOwner Trustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender Trustee (a) the Trust Company shall not be personally liable for any error of judgment made in good faith by a responsible an authorized officer of the Interim Eligible Lender Trustee.Owner Trustee so long as the same will not constitute willful misconduct or negligence; 2. No (b) the Trust Company shall not be personally liable with respect to any action taken or omitted to be taken by the Owner Trustee in accordance with the instructions of the Servicer or the Transferor; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any other Transaction Document shall require the Interim Eligible Lender Trustee Trust Company to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreementany other Transaction Document, if the Interim Eligible Lender Trustee Trust Company shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender Trustee (d) except for Section 6.03 of this Agreement, under no circumstances shall the Trust Company be liable for any representation, warranty, consent or other indebtedness evidenced by or arising under any of the Transaction Documents, including the principal of and interest on the Notes; (e) the Trust Company shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Transaction Documents, other than the genuineness of signatures on the Certificate of Trust and the certificate of authentication on the Certificates, and the Trust Company shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to the Owner, other than as expressly provided for herein or expressly agreed to in the other Transaction Documents; (f) the Trust Company shall not be liable for the default or misconduct of the Transferor, the Owner, the Servicer or the Sale Indenture Trustee under any of the Transaction Documents or otherwise, and the Trust Company shall have no obligation or liability to perform the obligations of the Trust under the Transaction Documents that are required to be performed by the Indenture Trustee under the Indenture or the Servicer under the Transfer and Servicing Agreement.; 4(g) the Trust Company shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Transaction Document, at the request, order or direction of the Transferor, unless the Transferor has offered to the Trust Company security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trust Company therein or thereby. The right of the Trust Company to perform any discretionary act enumerated in this Agreement or any other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for, other than its negligence or willful misconduct in the performance of, any such act; and (h) Notwithstanding anything contained herein to the contrary, the Trust Company 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 Trust Company; (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 Trust Company 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 Trust Company shall be entitled to obtain advice of counsel (which advice shall be an expense of the Transferor) to determine whether any action required to be taken pursuant to this Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In no the event that said counsel advises the Trust Company that such action will result in such consequences, the Transferor shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of appoint an additional trustee pursuant to Section 9.05 hereof to proceed with such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Funding Note Purchase Agreements Agreement, the Student Loan Purchase Agreement, the Department Put Agreement or the Sale any Servicing Agreement to which it is a party under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 5.02 below expressly made by the Interim Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. (i) The Interim Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer officer, director, employee, affiliate, agent or attorney of the Interim Eligible Lender Trustee. 2. (ii) No provision of this the Funding Note Purchase Agreement, the Student Loan Purchase Agreements Agreement, any Servicing Agreement to which it is a party, the Department Put Agreement or the Sale this Agreement shall require the Interim 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 the Funding Note Purchase Agreements Agreement, the Student Loan Purchase Agreement, the Department Put Agreement or the Sale Agreementany Servicing Agreement to which it is a party, if the Interim 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. 3. (iii) The Interim 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 Funding Note Issuer or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Financed Student Loans or for or in respect of the validity or sufficiency of the Funding Note Purchase Agreements Agreement, the Student Loan Purchase Agreement, the Department Put Agreement or the Sale Agreementany Servicing Agreement to which it is a party. 4. (iv) In no event shall the Interim Eligible Lender Trustee or its affiliates, directors, officers, agents, attorneys or employees be responsible or liable for special, indirect, indirect or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (v) The Eligible Lender Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees, and shall be entitled to advice of counsel concerning all matters, and may in all cases pay such reasonable compensation to any attorney, agent, receiver or employee retained or employed by it in connection herewith (such compensation to be reimbursed pursuant to Section 6.01). The Eligible Lender Trustee may act upon the opinion or advice of any attorney or accountant selected by it in the exercise of reasonable care or, if selected or retained by the Funding Note Issuer, approved by the Eligible Lender Trustee in the exercise of such care. The Eligible Lender Trustee shall not be responsible for any loss or damage resulting from any action or non-action based on its good faith reliance upon such opinion or advice. (vi) The Eligible Lender Trustee shall not be responsible for any recital herein or for the recording or re-recording, filing, re-filing of any document or any supplement or amendment thereto, or the filing of financing statements, or for the validity of the execution by the Funding Note Issuer of this Agreement or any other Transaction Document to which it is a party, or of any supplemental agreements or instruments of further assurance, or for the value or title of the Financed Student Loans or otherwise as to the maintenance of the security hereof.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust trusts hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of this Agreement. The Bank shall not be answerable or accountable hereunder or under the Purchase any other Operative Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.04(a), (iii) for liabilities arising from the failure by the Interim Eligible Lender TrusteeBank to perform obligations expressly undertaken by it in the last sentence of Section 5.04, or (iv) for taxes, fees or other charges based on or measured by any fees, commissions or compensation received by the Bank in connection with any of the transactions contemplated by this Agreement, any other Operative Agreements or the Notes. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. a) The Interim Eligible Lender Trustee Bank shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. (b) The Bank shall not be liable with respect to any action taken or omitted to be taken by the Owner Trustee in accordance with the instructions of the Holders or Insurer; (c) No provision of this Agreement, the Purchase Agreements or the Sale Agreement shall require the Interim Eligible Lender Trustee Bank to expend or risk funds or otherwise incur any financial liability in the performance of any of its the Owner Trustee's rights or powers hereunder or under the Purchase any other Operative Agreements or the Sale Agreement, if the Interim Eligible Lender Trustee Bank shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. (d) Under no circumstance shall the Bank be liable for indebtedness evidenced by or arising under any of the Operative Agreements, including the principal of and interest on the Notes; (e) The Interim Eligible Lender Bank shall not be liable with respect to any action taken or omitted to be taken by the Depositor, the Insurer, the Administrator, the Servicer, the Indenture Trustee, any Officer or the Certificate Paying Agent under this Agreement or any other Operative Agreement or otherwise and the Bank shall not be obligated to perform or monitor the performance of any obligations or duties under this Agreement or the other Operative Agreements which are to be performed by the Certificate Paying Agent under this Agreement, the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or by any other Person under any of the Operative Agreements; and (f) The Bank shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements or Operative Agreements, other than the Sale Agreement. 4. In certificate of authentication on the Residual Certificates, and the Bank shall in no event shall assume or incur any liability, duty or obligation to any Noteholder, the Interim Eligible Lender Trustee be responsible Insurer, the Depositor or liable to the Holders, other than as expressly provided for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionherein.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee Bank accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall Bank also agrees to disburse all moneys actually received by it constituting part of the Trust Estate in accordance with the terms of this Agreement. The Trustee Bank will not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstancescircumstances in its individual capacity, except (i) for its own willful misconduct or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.03 or Section 6.07, (iii) for the failure by the Interim Eligible Lender TrusteeTrustee to perform obligations expressly undertaken by it in the last sentence of Section 5.03(a), or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. a) The Interim Eligible Lender Trustee shall Bank will not be personally liable for any error of judgment made in good faith by a responsible an authorized officer of the Interim Eligible Lender Trustee.Trustee so long as the same will not constitute gross negligence or willful misconduct; 2. (b) The Trustee Bank will not be personally liable with respect to any action taken or omitted to be taken by the Trustee in good faith in accordance with the instructions of the Managing Beneficiary; (c) No provision of this Agreement, the Purchase Agreements or the Sale Agreement shall will require the Interim Eligible Lender Trustee Bank to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreementhereunder, if the Interim Eligible Lender Trustee shall Bank will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it., including such advances as the Trustee Bank may reasonably request; 3. (d) Under no circumstance will the Trustee Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Trust; (e) The Interim Eligible Lender Trustee shall Bank will 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 Beneficiaries or with respect to any agreement entered into by the Trust. (f) Under no circumstances will the Trustee Bank be responsible for the form, character, genuineness, sufficiency, value action or validity of any inaction of the Interim Trust Loans or Managing Beneficiary, nor will the Trustee Bank be responsible for or in respect monitoring the performance of the validity or sufficiency of the Purchase Agreements or the Sale AgreementManaging Beneficiary's duties hereunder. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee Bank accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall Bank also agrees to disburse all moneys actually received by it constituting part of the Trust Estate in accordance with the terms of this Agreement. The Trustee Bank will not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstancescircumstances in its individual capacity, except (i) for its own willful misconduct misconduct, bad faith or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.07, (iii) for the failure by the Interim Eligible Lender TrusteeOwner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.03(a), or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. a) The Interim Eligible Lender Trustee shall Bank will not be personally liable for any error of judgment made in good faith by a responsible an authorized officer of the Interim Eligible Lender Trustee.Owner Trustee so long as the same will not constitute gross negligence, bad faith or willful misconduct; 2. (b) The Trustee Bank will not be personally liable with respect to any action taken or omitted to be taken by the Owner Trustee in good faith in accordance with the instructions of the Beneficiary; (c) No provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement shall any Transaction Document will require the Interim Eligible Lender Trustee Bank to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreementhereunder, if the Interim Eligible Lender Trustee shall Bank will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it., including such advances as the Trustee Bank may reasonably request; 3. (d) Under no circumstance will the Trustee Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Trust; (e) The Interim Eligible Lender Trustee shall Bank will not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Beneficiary or with respect to any agreement entered into by the Trust; (f) Under no circumstances will the Trustee Bank be personally responsible or liable for the formaction or inaction of the Beneficiary, character, genuineness, sufficiency, value nor will the Trustee Bank be responsible for monitoring the performance of the Beneficiary’s duties hereunder or validity of any other Person acting for or on behalf of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreement.Trust; 4. (g) In no event shall the Interim Eligible Lender Trustee Bank be responsible or personally liable for special, indirectconsequential or punitive damages unless such damages result from its willful misconduct, bad faith or gross negligence, for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, for the acts or omissions of brokers or dealers, and for any losses due to forces beyond the control of the Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Trustee Bank shall have no responsibility for the accuracy of any information provided to the Beneficiary or any other Person that has been obtained from, or consequential loss provided to the Trustee Bank by, any other Person unless the Trustee Bank has actual knowledge that such information is incorrect; (h) The Trustee Bank shall not be personally liable for the default or damage misconduct of the Indenture Trustee under any of the Transaction Documents or otherwise, and the Trustee Bank shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Transaction Documents, in each case that are required to be performed by the Indenture Trustee under the Indenture; and (i) The Trustee Bank shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or direction of the Beneficiary, unless the Beneficiary has offered to the Trustee Bank security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee Bank therein or thereby. The right of the Trustee Bank to perform any discretionary act enumerated in this Agreement or in any Transaction Document shall not be construed as a duty, and the Trustee Bank shall not be answerable for other than its gross negligence or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. (a) The Interim Eligible Lender Owner Trustee accepts the trust hereby created xxxxxx continued and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 6.3 expressly made by the Interim Eligible Lender Owner Trustee, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4, (iv) for any investments issued by the Owner Trustee in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (i) the Owner Trustee shall not be personally liable for any error of judgment made by a responsible officer Responsible Officer of the Interim Eligible Lender Trustee.Owner Trustee (except in the case of willful misconduct, bad faith or negligence); 2. No (ii) the Owner Trustee shall not be personally liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer or the [Majority] Certificateholder[s]; (iii) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Basic Document shall require the Interim Eligible Lender Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (iv) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificate of authentication on the Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or [the]/[any] Certificateholder, other than as expressly provided for herein and in the Basic Documents; (v) the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer or any other Person any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are not expressly required to be performed by the Owner Trustee, including without limitation, those that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement.; 4(vi) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Certificateholder[s], unless the Certificateholder[s] [has]/[have] offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. In The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act; (vii) the Owner Trustee shall have no duty, responsibility or obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision of this Agreement or any law, rule or regulation in connection with risk retention; (viii) in no event shall the Interim Eligible Lender Trustee Owner Trustee, its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Interim Eligible Lender Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and (ix) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge or received written notice thereof. (b) Under no circumstances shall the Owner Trustee be liable for any representations, warranties or covenants of the Trust or any other Person (except as provided in Section 6.1(a) with regard to the Owner Trustee’s representations and warranties contained in Section 6.3) or the indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust trusts but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee and the Certificate Paying Agent also agree to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement or the Basic Documents. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.3 expressly made by the Interim Eligible Lender Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.4 hereof, (iv) for any investments issued by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Certificate Majority, the Depositor, the Master Servicer or any Certificateholder; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Basic Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents or any Related Document, including the principal of and interest on the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents or any Related Document, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Depositor, any Support Provider, the Indenture Trustee, the Certificate Paying Agent, any Noteholder or to any Certificateholder, other than as expressly provided for herein or in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Depositor, any Support Provider, the Indenture Trustee or the Master Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Depositor or the Certificate Paying Agent under this Agreement, by the Indenture Trustee under the Indenture, the Series Supplement or any Related Document or the Master Servicer under the Master Sale and Servicing Agreement or the Series Supplement; and (g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document at the request, order or direction of the Certificate Majority or any of the Certificateholders, unless such Certificate Majority or Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 8.3 expressly made by the Interim Eligible Lender Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 7.4 hereof, or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment judgment, not constituting negligence, made by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No provision (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it if such action or omission is in accordance with the instructions of this Agreementthe Instructing Party, the Purchase Agreements Sponsor, the Servicer or any Residual Certificateholder pursuant to the Sale Agreement terms hereof; (c) the Owner Trustee shall require the Interim Eligible Lender Trustee to expend or not risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificates of authentication on the Notes, the Residual Certificates and the Class S Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Sponsor, the Insurer, the Indenture Trustee, any Residual Certificateholder or any Class S Certificateholder, other than as expressly provided for herein and in the Basic Documents; (e) the Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Insurer, the Indenture Trustee, or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Sponsor under this Agreement, by the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement.; and 4. In (f) the Owner Trustee shall be under no event shall obligation to exercise any of the Interim Eligible Lender Trustee be responsible rights or liable for special, indirectpowers vested in it by this Agreement, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Instructing Party or any of the Residual Certificateholders, unless such Instructing Party or Residual Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust trusts hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of this Agreement. The Bank shall not be answerable or accountable hereunder or under the Purchase any other Operative Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.04(a), (iii) for liabilities arising from the failure by the Interim Eligible Lender TrusteeBank to perform obligations expressly undertaken by it in the last sentence of Section 5.04, or (iv) for taxes, fees or other charges based on or measured by any fees, commissions or compensation received by the Bank in connection with any of the transactions contemplated by this Agreement, any other Operative Agreements or the Notes. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. a) The Interim Eligible Lender Trustee Bank shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. (b) The Bank shall not be liable with respect to any action taken or omitted to be taken by the Owner Trustee in accordance with the instructions of the Holders or Insurer; (c) No provision of this Agreement, the Purchase Agreements or the Sale Agreement shall require the Interim Eligible Lender Trustee Bank to expend or risk funds or otherwise incur any financial liability in the performance of any of its the Owner Trustee's rights or powers hereunder or under the Purchase any other Operative Agreements or the Sale Agreement, if the Interim Eligible Lender Trustee Bank shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. (d) Under no circumstance shall the Bank be liable for indebtedness evidenced by or arising under any of the Operative Agreements, including the principal of and interest on the Notes; (e) The Interim Eligible Lender Bank shall not be liable with respect to any action taken or omitted to be taken by the Depositor, the Insurer, the Administrator, the Master Servicer, the Indenture Trustee, any Officer or the Certificate Paying Agent under this Agreement or any other Operative Agreement or otherwise and the Bank shall not be obligated to perform or monitor the performance of any obligations or duties under this Agreement or the other Operative Agreements which are to be performed by the Certificate Paying Agent under this Agreement, the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or by any other Person under any of the Operative Agreements; and (f) The Bank shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements or Operative Agreements, other than the Sale Agreement. 4. In certificate of authentication on the Residual Certificates, and the Bank shall in no event shall assume or incur any liability, duty or obligation to any Noteholder, the Interim Eligible Lender Trustee be responsible Insurer, the Depositor or liable to the Holders, other than as expressly provided for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionherein.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee Bank accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. The Interim Eligible Lender Trustee Bank also agrees to disburse all moneys actually received by it constituting part of the Trust Estate in accordance with the terms of this Agreement. The Trustee Bank shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstancescircumstances in its individual capacity, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.07, (iii) for the failure by the Interim Eligible Lender TrusteeOwner Trustee to perform obligations expressly undertaken by it in the last sentence of subsection 5.04(a), or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. a) The Interim Eligible Lender Trustee Bank shall not be personally liable for any error of judgment made in good faith by a responsible an authorized officer of the Interim Eligible Lender Trustee.Owner Trustee so long as the same shall not constitute negligence, bad faith or willful misconduct; 2. (b) The Trustee Bank shall not be personally liable with respect to any action taken or omitted to be taken by the Owner Trustee in good faith in accordance with the instructions of the Administrator or Transferor; (c) No provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Transaction Document shall require the Interim Eligible Lender Trustee Bank to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreementhereunder, if the Interim Eligible Lender Trustee Bank shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it., including such advances as the Trustee Bank may reasonably request; 3. (d) Under no circumstance shall the Trustee Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Trust; (e) The Interim Eligible Lender Trustee Bank shall not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or with respect to any agreement entered into by the Trust; (f) The Trustee Bank shall not be personally liable for the formdefault or misconduct of, characterand shall have no duty to monitor the performance of, genuinenessTransferor, sufficiencyServicer, value Administrator or validity of Indenture Trustee or any other Person under any of the Interim Trust Loans Transaction Documents or for otherwise, and Trustee Bank shall have no obligation or in respect personal liability to perform the obligations of the validity Trust under the Transaction Documents, including those that are required to be performed by Administrator under the Administration Agreement, Indenture Trustee under the Indenture or sufficiency of Servicer under the Purchase Agreements or the Sale Transfer and Servicing Agreement. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.;

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust trusts hereby created and agrees to perform its duties hereunder with respect to such trust trusts but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Trust Assets upon the terms of the Related Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Related Document under any circumstances, except (i) for its own willful misconduct or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.3, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly made undertaken by it in the last sentence of Section 6.4, or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Interim Eligible Lender TrusteeOwner Trustee in connection with any of the transactions contemplated by this Agreement or any Related Document. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of the Certificateholders meeting the requirements of Section 6.3; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Related Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Related Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under this Agreement or any of the Related Documents, including the principal of and interest on the Equity Certificates or the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement (except as provided in Section 7.3) or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans Assets or for or in respect of the validity or sufficiency of the Purchase Agreements Related Documents, other than the certificate of authentication on the Equity Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to the Indenture Trustee, any Noteholder or to any Equity Certificateholder, other than as expressly provided for herein and in the Related Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Indenture Trustee or the Sale Servicer under any of the Related Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Related Documents that are required to be performed by the Indenture Trustee under the Indenture or by the Servicer under the Transfer and Servicing Agreement.; and 4. In (g) the Owner Trustee shall be under no event shall obligation to exercise any of the Interim Eligible Lender Trustee be responsible rights or liable for special, indirectpowers vested in it by this Agreement, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Related Document, at the request, order or direction of the Equity Certificateholders, unless such Equity Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Related Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee Bank accepts the trust hereby created and agrees to perform its such duties hereunder as are expressly required to be performed by the Owner Trustee under this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate in accordance with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall Bank will not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstancescircumstances in its individual capacity, except to the Beneficiary and the Trust (i) for its own willful misconduct misconduct, bad faith or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.07, (iii) for the failure by the Interim Eligible Lender TrusteeOwner Trustee to perform obligations expressly undertaken by it in the last sentence of subsection 5.03(a), or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. a) The Interim Eligible Lender Trustee shall Bank will not be personally liable for any error of judgment made in good faith by a responsible an authorized officer of the Interim Eligible Lender Trustee.Owner Trustee so long as the same will not constitute gross negligence, bad faith or willful misconduct; 2. (b) The Trustee Bank will not be personally liable with respect to any action taken or omitted to be taken by the Owner Trustee in good faith in accordance with the instructions of the Beneficiary; (c) No provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement shall any Transaction Document will require the Interim Eligible Lender Trustee Bank to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights the Owner Trustee’s rights, duties or powers hereunder or under the Purchase Agreements or the Sale Agreementhereunder, if the Interim Eligible Lender Trustee shall Bank will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it., including such advances as the Trustee Bank may reasonably request; 3. (d) Under no circumstance will the Trustee Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement, power, duty or other obligation, including any indebtedness, of the Trust, nor shall the Trustee Bank be responsible or liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee Bank has been advised of the likelihood of such loss or damage and regardless of the form of action; (e) The Interim Eligible Lender Trustee shall Bank will not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Beneficiary or with respect to any agreement entered into by the Trust, nor will the Trustee Bank be personally liable for any indebtedness evidenced by or arising under any agreement entered into by the Trust, including, without limitation, the Indenture and any notes issued thereunder; (f) Under no circumstances will the Trustee Bank be responsible or liable for the formaction or inaction of the Beneficiary, character, genuineness, sufficiency, value nor will the Trustee Bank be responsible for monitoring the performance of the Beneficiary’s duties hereunder or validity of any other Person acting for or on behalf of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreement.Trust; 4. (g) In no event shall the Interim Eligible Lender Trustee Bank be responsible or personally liable for special, indirectconsequential or punitive damages unless such damages result from its willful misconduct or gross negligence, for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, for the acts or omissions of brokers or dealers, and for any losses due to forces beyond the control of the Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Trustee Bank shall have no responsibility for the accuracy of any information provided to the Beneficiary or any other Person that has been obtained from, or consequential loss provided to the Trustee Bank by, any other Person; (h) The Trustee Bank shall not be liable for the default or damage misconduct of the Indenture Trustee, the Servicer, the Beneficiary, the Trust or any other Person under any of the Transaction Documents or otherwise, and the Owner Trustee (including in its individual capacity) shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Transaction Documents, in each case that are required to be performed by the Indenture Trustee under the Indenture, the Servicer, the Beneficiary or any other Person under any other document; and (i) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or direction of the Beneficiary, unless the Beneficiary has offered to the Trustee Bank security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee (including in its individual capacity) therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Transaction Document shall not be construed as a duty, and the Owner Trustee (including in its individual capacity) shall not be answerable except to the Beneficiary and the Trust for its own gross negligence or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee Bank accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall Bank also agrees to disburse all moneys actually received by it constituting part of the Trust Estate in accordance with the terms of this Agreement. The Trustee Bank will not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstancescircumstances in its individual capacity, except (i) for its own willful misconduct or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.07, (iii) for the failure by the Interim Eligible Lender TrusteeTrustee to perform obligations expressly undertaken by it in the last sentence of Section 5.03(a), or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. a) The Interim Eligible Lender Trustee shall Bank will not be personally liable for any error of judgment made in good faith by a responsible an authorized officer of the Interim Eligible Lender Trustee.Trustee so long as the same will not constitute gross negligence or willful misconduct; 2. (b) The Trustee Bank will not be personally liable with respect to any action taken or omitted to be taken by the Trustee in good faith in accordance with the instructions of the Managing Beneficiary; (c) No provision of this Agreement, the Purchase Agreements or the Sale Agreement shall will require the Interim Eligible Lender Trustee Bank to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreementhereunder, if the Interim Eligible Lender Trustee shall Bank will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it., including such advances as the Trustee Bank may reasonably request; 3. (d) Under no circumstance will the Trustee Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Trust; (e) The Interim Eligible Lender Trustee shall Bank will not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Beneficiaries or with respect to any agreement entered into by the Trust. (f) Under no circumstances will the Trustee Bank be responsible or liable for the formaction or inaction of the Managing Beneficiary, character, genuineness, sufficiency, value nor will the Trustee Bank be responsible for monitoring the performance of the Managing Beneficiary's duties hereunder or validity of any other Person acting for or on behalf of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale AgreementTrust. 4. (g) In no event shall the Interim Eligible Lender Trustee Bank be responsible or personally liable (i) for special, indirectconsequential or punitive damages unless such damages result from its willful misconduct or gross negligence, (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, (iii) for the acts or omissions of brokers or dealers, and (iv) for any losses due to forces beyond the control of the Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Trustee Bank shall have no responsibility for the accuracy of any information provided to the Beneficiaries or any other Person that has been obtained from, or consequential loss or damage of provided to the Trustee Bank by, any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionother Person.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee Bank accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall Bank also agrees to disburse all moneys actually received by it constituting part of the Trust Estate in accordance with the terms of this Agreement. The Trustee Bank will not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstancescircumstances in its individual capacity, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.07, (iii) for the failure by the Interim Eligible Lender TrusteeOwner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.03(a), or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. a) The Interim Eligible Lender Trustee shall Bank will not be personally liable for any error of judgment made in good faith by a responsible an authorized officer of the Interim Eligible Lender Trustee.Owner Trustee so long as the same will not constitute negligence, bad faith or willful misconduct; 2. (b) The Trustee Bank will not be personally liable with respect to any action taken or omitted to be taken by the Owner Trustee in good faith in accordance with the instructions of the Beneficiary; (c) No provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement shall any Transaction Document will require the Interim Eligible Lender Trustee Bank to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreementhereunder, if the Interim Eligible Lender Trustee shall Bank will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it., including such advances as the Trustee Bank may reasonably request; 3. (d) Under no circumstance will the Trustee Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Trust; (e) The Interim Eligible Lender Trustee shall Bank will not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Beneficiary or with respect to any agreement entered into by the Trust; (f) Under no circumstances will the Trustee Bank be responsible or liable for the formaction or inaction of the Beneficiary, character, genuineness, sufficiency, value nor will the Trustee Bank be responsible for monitoring the performance of the Beneficiary’s duties hereunder or validity of any other Person acting for or on behalf of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreement.Trust;‌ 4. (g) In no event shall the Interim Eligible Lender Trustee Bank be responsible or personally liable for special, indirectconsequential or punitive damages unless such damages result from its willful misconduct or gross negligence, for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, for the acts or omissions of brokers or dealers, and for any losses due to forces beyond the control of the Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Trustee Bank shall have no responsibility for the accuracy of any information provided to the Beneficiary or any other Person that has been obtained from, or consequential loss provided to the Trustee Bank by, any other Person; (h) the Trustee Bank shall not be liable for the default or damage misconduct of the Indenture Trustee under any of the Transaction Documents or otherwise, and the Trustee Bank shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Transaction Documents, in each case that are required to be performed by the Indenture Trustee under the Indenture; and (i) the Trustee Bank shall be under no obligation to exercise any of the rights or powers vested in it by this agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or direction of the Beneficiary, unless the Beneficiary has offered to the Trustee Bank security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee Bank therein or thereby. The right of the Trustee Bank to perform any discretionary act enumerated in this Agreement or in any Transaction Document shall not be construed as a duty, and the Trustee Bank shall not be answerable for other than its negligence or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust trusts hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of this Agreement. The Bank shall not be answerable or accountable hereunder or under the Purchase any other Operative Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.04, (iii) for liabilities arising from the failure by the Interim Eligible Lender TrusteeBank to perform obligations expressly undertaken by it in the last sentence of Section 5.04, or (iv) for taxes, fees or other charges based on or measured by any fees, commissions or compensation received by the Bank in connection with any of the transactions contemplated by this Agreement, any other Operative Agreements or the Notes. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. i) The Interim Eligible Lender Trustee Bank shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. (ii) The Bank shall not be liable with respect to any action taken or omitted to be taken by the Owner Trustee in accordance with the instructions of the Holders; (iii) No provision of this Agreement, the Purchase Agreements or the Sale Agreement shall require the Interim Eligible Lender Trustee Bank to expend or risk funds or otherwise incur any financial liability in the performance of any of its the Owner Trustee's rights or powers hereunder or under the Purchase any other Operative Agreements or the Sale Agreement, if the Interim Eligible Lender Trustee Bank shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. (iv) Under no circumstance shall the Bank be liable for indebtedness evidenced by or arising under any of the Operative Agreements, including the principal of and interest on the Notes; (v) The Interim Eligible Lender Bank shall not be liable with respect to any action taken or omitted to be taken by the Depositor, the Administrator, the Servicer, the Indenture Trustee, any Officer or the Certificate Paying Agent under this Agreement or any other Operative Agreement or otherwise and the Bank shall not be obligated to perform or monitor the performance of any obligations or duties under this Agreement or the other Operative Agreements which are to be performed by the Certificate Paying Agent under this Agreement, the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or by any other Person under any of the Operative Agreements; and (vi) The Bank shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements or Operative Agreements, other than the Sale Agreement. 4. In certificate of authentication on the Residual Certificates, and the Bank shall in no event shall assume or incur any liability, duty or obligation to any Noteholder, the Interim Eligible Lender Trustee be responsible Depositor or liable to the Holders, other than as expressly provided for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionherein.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts ------------------------------ the trust trusts hereby created and agrees to perform its duties hereunder with respect to such trust trusts, but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.03 expressly made by the Interim Eligible Lender Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. (a) The Interim Eligible Lender Owner Trustee shall not be liable for any error of judgment made by a responsible officer Trust Officer of the Interim Eligible Lender Owner Trustee.; 2. (b) The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of any Owner transmitted pursuant to the terms hereof; (c) No provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Basic Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. (d) Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) The Interim Eligible Lender Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Company, or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate, or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Owner, other than as expressly provided for herein or expressly agreed to in the Basic Documents; (f) The Owner Trustee shall not be liable for the default or misconduct of the Company, the Indenture Trustee or the Servicer under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Indenture Trustee under the Indenture or the Servicer or the Company under the Sale and Servicing Agreement.; and 4. In (g) The Owner Trustee shall be under no event shall obligation to exercise any of the Interim Eligible Lender Trustee be responsible rights or liable for special, indirectpowers vested in it by this Agreement, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of Owners, unless such loss Owners have offered to the Owner Trustee security or damage indemnity satisfactory to it against the costs, expenses and regardless liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the form Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of actionany such act.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee Bank accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall Bank also agrees to disburse all moneys actually received by it constituting part of the Trust Estate in accordance with the terms of this Agreement. The Trustee Bank will not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstancescircumstances in its individual capacity, except (i) for its own willful misconduct or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.07, (iii) for the failure by the Interim Eligible Lender TrusteeTrustee to perform obligations expressly undertaken by it in the last sentence of Section 5.03(a), or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. a) The Interim Eligible Lender Trustee shall Bank will not be personally liable for any error of judgment made in good faith by a responsible an authorized officer of the Interim Eligible Lender Trustee.Trustee so long as the same will not constitute gross negligence or willful misconduct; 2. (b) The Trustee Bank will not be personally liable with respect to any action taken or omitted to be taken by the Trustee in good faith in accordance with the instructions of the Managing Beneficiary; (c) No provision of this Agreement, the Purchase Agreements or the Sale Agreement shall will require the Interim Eligible Lender Trustee Bank to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreementhereunder, if the Interim Eligible Lender Trustee shall Bank will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it., including such advances as the Trustee Bank may reasonably request; 3. (d) Under no circumstance will the Trustee Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Trust; (e) The Interim Eligible Lender Trustee shall Bank will not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Beneficiaries or for with respect to any agreement entered into by the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale AgreementTrust. 4. In (f) Under no event shall circumstances will the Interim Eligible Lender Trustee Bank be responsible or liable for the action or inaction of the Managing Beneficiary, nor will the Trustee Bank be responsible for monitoring the performance of the Managing Beneficiary's duties hereunder or of any other Person acting for or on behalf of the Trust. (g) In no event will the Trustee Bank be personally liable (i) for special, indirectconsequential or punitive damages unless such damages result from its willful misconduct or gross negligence, (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, (iii) for the acts or omissions of brokers or dealers, and (iv) for any losses due to forces beyond the control of the Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Trustee Bank will have no responsibility for the accuracy of any information provided to the Beneficiaries or any other Person that has been obtained from, or consequential loss or damage of provided to the Trustee Bank by, any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionother Person.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Operative Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Operative Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or gross negligence, (ii) in the case of the inaccuracy 21 26 of any representation or warranty contained in Section 5.2 below 7.3 expressly made by the Interim Eligible Lender Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.4 hereof, (iv) for any investments issued by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment judgment, not constituting gross negligence, made by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it if such action or omission is in accordance with the instructions of the Instructing Party, the Sponsor, the Master Servicer or any Certificateholder pursuant to the terms hereof; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Operative Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Operative Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Operative Documents, including the principal of and interest on the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Operative Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Sponsor, the Insurer, Indenture Trustee, any Certificateholder, other than as expressly provided for herein and in the Operative Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Insurer, the Indenture Trustee, or the Master Servicer under any of the Operative Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Operative Documents that are required to be performed by the Sponsor under this Agreement, by the Indenture Trustee under the Indenture or the Master Servicer under the Sale and Servicing Agreement.; and 4. In (g) the Owner Trustee shall be under no event shall obligation to exercise any of the Interim Eligible Lender Trustee be responsible rights or liable for special, indirectpowers vested in it by this Agreement, or consequential loss to institute, conduct or damage of defend any kind whatsoever irrespective of whether litigation under this Agreement or otherwise or in relation to this Agreement or any Operative Document, at the Interim Eligible Lender Trustee has been advised request, order or direction of the likelihood of such loss Instructing Party or damage and regardless any of the form Certificateholders, unless such Instructing Party or Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of action.the Owner Trustee to perform any

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Operative Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Operative Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or 18 23 gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.3 expressly made by the Interim Eligible Lender Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.4 hereof, (iv) for any investments issued by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment judgment, not constituting gross negligence, made by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it if such action or omission is in accordance with the instructions of the Instructing Party, the Sponsor, the Master Servicer or any Certificateholder pursuant to the terms hereof; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Operative Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Operative Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Operative Documents, including the principal of and interest on the Class B Notes; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Operative Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Sponsor, the Note Insurer, Indenture Trustee, any Certificateholder, other than as expressly provided for herein and in the Operative Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Note Insurer, the Indenture Trustee, the Issuer, or the Master Servicer under any of the Operative Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Operative Documents that are required to be performed by the Sponsor under this Agreement, by the Indenture Trustee under the Trust B Indenture or the Master Servicer under the Trust B Sale and Servicing Agreement.; and 4. In (g) the Owner Trustee shall be under no event shall obligation to exercise any of the Interim Eligible Lender Trustee be responsible rights or liable for special, indirectpowers vested in it by this Agreement, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Operative Document, at the request, order or direction of the Instructing Party or any of the Certificateholders, unless such Instructing Party or Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Operative Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust trusts hereby created and agrees to perform its duties hereunder with respect to such trust trusts but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Trust Assets upon the terms of the Related Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Related Document under any circumstances, except (i) for its own willful misconduct or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.3, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly made undertaken by it in the last sentence of Section 6.4, or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Interim Eligible Lender TrusteeOwner Trustee in connection with any of the transactions contemplated by this Agreement or any Related Document. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of the Equity Certificateholder pursuant to Section 6.3; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Related Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Related Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under this Agreement or any of the Related Documents, including the principal of and interest on the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement (except as provided in Section 7.3) or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans Assets or for or in respect of the validity or sufficiency of the Purchase Agreements Related Documents, other than the certificate of authentication on the Equity Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to the Indenture Trustee, any Noteholder or to the Equity Certificateholder, other than as expressly provided for herein and in the Related Documents; (f) the Owner Trustee shall not be liable for the default, negligence or misconduct of the Indenture Trustee or the Sale Servicer under any of the Related Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Related Documents that are required to be performed by the Indenture Trustee under the Indenture or by the Servicer under the Transfer and Servicing Agreement.; and 4. In (g) the Owner Trustee shall be under no event shall obligation to exercise any of the Interim Eligible Lender Trustee be responsible rights or liable for special, indirectpowers vested in it by this Agreement, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Related Document, at the request, order or direction of the Equity Certificateholder, unless the Equity Certificateholder has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Related Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Operative Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Operative Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.3 expressly made by the Interim Eligible Lender Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.4 hereof, (iv) for any investments issued by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment judgment, not constituting gross negligence, made by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it if such action or omission is in accordance with the instructions of the Instructing Party, the Seller, the Servicer or any Certificateholder pursuant to the terms hereof; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Operative Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Operative Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Operative Documents, including the principal of and interest on the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Operative Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Seller, the Insurer, Indenture Trustee, any Certificateholder, other than as expressly provided for herein and in the Operative Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Seller, the Insurer, the Indenture Trustee, or the Servicer under any of the Operative Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Operative Documents that are required to be performed by the Seller under this Agreement, by the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement.; and 4. In (g) the Owner Trustee shall be under no event shall obligation to exercise any of the Interim Eligible Lender Trustee be responsible rights or liable for special, indirectpowers vested in it by this Agreement, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Operative Document, at the request, order or direction of the Instructing Party or any of the Certificateholders, unless such Instructing Party or Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Operative Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust trusts hereby created and agrees to perform its duties hereunder with respect to such trust the same but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of this Agreement. The Bank shall not be answerable or accountable hereunder or under the Purchase any other Operative Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or misconduct, gross negligence or bad faith, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made 6.04, (iii) for liabilities arising from the failure by the Interim Eligible Lender TrusteeBank to perform obligations expressly undertaken by it in the last sentence of Section 5.04, or (iv) for taxes, fees or other charges based on or measured by any fees, commissions or compensation received by the Bank in connection with any of the transactions contemplated by this Agreement, any other Operative Agreements or the Notes. In particular, but not by way of limitation limitation: (and subject to the exceptions set forth in the preceding sentence): 1. i) The Interim Eligible Lender Trustee Bank shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. (ii) The Bank shall not be liable with respect to any action taken or omitted to be taken by the Owner Trustee in accordance with the instructions of the Holders; (iii) No provision of this Agreement, the Purchase Agreements or the Sale Agreement shall require the Interim Eligible Lender Trustee Bank to expend or risk funds or otherwise incur any financial liability in the performance of any of its the Owner Trustee’s rights or powers hereunder or under the Purchase any other Operative Agreements or the Sale Agreement, if the Interim Eligible Lender Trustee Bank shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. (iv) Under no circumstance shall the Bank be liable for indebtedness evidenced by or arising under any of the Operative Agreements, including the principal of and interest on the Notes; (v) The Interim Eligible Lender Bank shall not be liable with respect to any action taken or omitted to be taken by the Depositor, the Administrator, the Servicer, the Indenture Trustee, any Officer or the Certificate Paying Agent under this Agreement or any other Operative Agreement or otherwise and the Bank shall not be obligated to perform or monitor the performance of any obligations or duties under this Agreement or the other Operative Agreements which are to be performed by the Certificate Paying Agent under this Agreement, the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or by any other Person under any of the Operative Agreements; and (vi) The Bank shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements or Operative Agreements, other than the Sale Agreement. 4. In certificate of authentication on the Residual Certificates, and the Bank shall in no event shall assume or incur any liability, duty or obligation to any Noteholder, the Interim Eligible Lender Trustee be responsible Depositor or liable to the Holders, other than as expressly provided for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionherein.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 5.02 below expressly made by the Interim Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):): 100432006 Nelnet-RBC Personal Loan Warehouse Interim Trust Agreement 1. (i) The Interim Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim Eligible Lender Trustee. 2. (ii) No provision of this Agreement, the Purchase Agreements or the Sale Agreement or this Agreement shall require the Interim Eligible Lender Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, if the Interim 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. 3. (iii) The Interim 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 Sellers or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreement. 4. (iv) In no event shall the Interim Eligible Lender Trustee be responsible or liable for any special, indirect, indirect or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner ------------------------------ Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.3 expressly made by the Interim Eligible Lender Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.4 hereof, or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment judgment, not constituting gross negligence, made by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No provision (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it if such action or omission is in accordance with the instructions of this Agreementthe Instructing Party, the Purchase Agreements Sponsor, the Servicer or any Certificateholder pursuant to the Sale Agreement shall require the Interim Eligible Lender Trustee to expend terms hereof; (c) or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Sponsor, the Credit Enhancer, Indenture Trustee, any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Credit Enhancer, the Indenture Trustee, or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Sponsor under this Agreement, by the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement.; and 4. In (g) the Owner Trustee shall be under no event shall obligation to exercise any of the Interim Eligible Lender Trustee be responsible rights or liable for special, indirectpowers vested in it by this Agreement, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Instructing Party or any of the Certificateholders, unless such Instructing Party or Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust trusts hereby created and agrees to perform its duties hereunder with respect to such trust trusts but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Trust Property upon the terms of the Related Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Related Document under any circumstances, except (i) for its own willful misconduct or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.3, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly made undertaken by it in the last sentence of Section 6.4 hereof, (iv) for any investments issued by the Interim Eligible Lender TrusteeOwner Trustee or any branch or affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee in connection with any of the transactions contemplated by this Agreement or any Related Document. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of the Certificateholders; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Related Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Related Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under this Agreement or any of the Related Documents, including the principal of and interest on the Certificates or the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or the General Partner or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans Trust 7-1 Property or for or in respect of the validity or sufficiency of the Purchase Agreements Related Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to the Indenture Trustee, any Noteholder or to any Owner, other than as expressly provided for herein and in the Related Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Indenture Trustee or the Servicer under any of the Related Documents or otherwise and the Owner Trustee shall have no obligation or liability to monitor the performance of or to perform the obligations of the Trust under this Agreement or the Related Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement.; 4(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Related Document, at the request, order or direction of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Related Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act; (h) The Owner Trustee shall not be under any obligation to appear in, prosecute or defend any action, which in its opinion may require it to incur any out-of-pocket expense or any liability unless it shall be furnished with such reasonable security and indemnity against such expense or liability as it may require in accordance with the terms hereof. The Owner Trustee may, but shall be under no duty to, undertake such action as it may deem necessary at any and all times to protect the Trust Property and the respective rights and interests of the Noteholders and the Certificate Owners pursuant to the terms of the Indenture and this Agreement; (i) The Owner Trustee may (at the expense of the Seller) consult with counsel, and the written advice of counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by the Owner Trustee in good faith reliance thereon; and (j) Notwithstanding anything contained herein to the contrary, neither _____ nor the Owner Trustee shall be required to take any action in any jurisdiction other than in the State of [Delaware] if the taking of such action will (i) require the consent or approval or authorization or order of or giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of [Delaware]; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of [Delaware] becoming payable by _____; or (iii) subject _____ 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 _____ or the Owner Trustee as the case may be, contemplated hereby. The Owner Trustee shall be entitled to obtain (at the expense of the Seller) an opinion of counsel to determine whether any action required to be taken pursuant to this Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In no the event shall that said counsel advises the Interim Eligible Lender Owner Trustee be responsible that such action will result in such consequences, the Owner Trustee will appoint an additional or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of separate trustee to proceed with such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust trusts hereby created and agrees to perform its duties hereunder with respect to such trust trusts but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Trust Property upon the terms of the Related Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Related Document under any circumstances, except (i) for its own willful misconduct or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.3, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly made undertaken by it in the last sentence of Section 6.4 hereof, (iv) for any investments issued by the Interim Eligible Lender TrusteeOwner Trustee or any branch or affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee in connection with any of the transactions contemplated by this Agreement or any Related Document. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of the Certificateholders; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Related Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Related Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under this Agreement or any of the Related Documents, including the principal of and interest on the Certificates or the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans Property or for or in respect of the validity or sufficiency of the Purchase Agreements Related Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to the Indenture Trustee, any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the Related Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Indenture Trustee or the Servicer under any of the Related Documents or 7-1 otherwise and the Owner Trustee shall have no obligation or liability to monitor the performance of or to perform the obligations of the Trust under this Agreement or the Related Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement.; 4(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Related Document, at the request, order or direction of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Related Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act; (h) the Owner Trustee shall not be under any obligation to appear in, prosecute or defend any action, which in its opinion may require it to incur any out-of-pocket expense or any liability unless it shall be furnished with such reasonable security and indemnity against such expense or liability as it may require in accordance with the terms hereof. The Owner Trustee may, but shall be under no duty to, undertake such action as it may deem necessary at any and all times to protect the Trust Property and the respective rights and interests of the Noteholders and the Certificateholders pursuant to the terms of the Indenture and this Agreement; (i) the Owner Trustee may (at the expense of the Seller) consult with counsel, and the written advice of counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by the Owner Trustee in good faith reliance thereon; and (j) notwithstanding anything contained herein to the contrary, neither Wilmington Trust nor the Owner Trustee shall be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by Wilmington Trust; or (iii) subject Wilmington Trust 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 Wilmington Trust or the Owner Trustee as the case may be, contemplated hereby. The Owner Trustee shall be entitled to obtain (at the expense of the Seller) an opinion of counsel to determine whether any action required to be taken pursuant to this Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In no the event shall that said counsel advises the Interim Eligible Lender Owner Trustee be responsible that such action will result in such consequences, the Owner Trustee will appoint an additional or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of separate trustee to proceed with such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Operative Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Operative Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or 18 23 gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.3 expressly made by the Interim Eligible Lender Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.4 hereof, (iv) for any investments issued by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment judgment, not constituting gross negligence, made by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it if such action or omission is in accordance with the instructions of the Instructing Party, the Sponsor, the Master Servicer or any Certificateholder pursuant to the terms hereof; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Operative Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Operative Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Operative Documents, including the principal of and interest on the Class A Notes; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Operative Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Sponsor, the Note Insurer, Indenture Trustee, any Certificateholder, other than as expressly provided for herein and in the Operative Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Note Insurer, the Indenture Trustee, the Issuer, or the Master Servicer under any of the Operative Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Operative Documents that are required to be performed by the Sponsor under this Agreement, by the Indenture Trustee under the Trust A Indenture or the Master Servicer under the Trust A Sale and Servicing Agreement.; and 4. In (g) the Owner Trustee shall be under no event shall obligation to exercise any of the Interim Eligible Lender Trustee be responsible rights or liable for special, indirectpowers vested in it by this Agreement, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Operative Document, at the request, order or direction of the Instructing Party or any of the Certificateholders, unless such Instructing Party or Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Operative Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee in its individual capacity shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Basic Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.3 expressly made by the Interim Eligible Lender TrusteeOwner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.4 hereof, (iv) for any investments issued by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment made by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer or any Certificateholder; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Basic Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Basic Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Insurer, Trustee, Indenture Collateral Agent, the Collateral Agent, any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the Basic Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Insurer, the Trustee or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Insurer under the Certificate Policy, by the Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement.; and 4. In (g) the Owner Trustee shall be under no event shall obligation to exercise any of the Interim Eligible Lender Trustee be responsible rights or liable for special, indirectpowers vested in it by this Agreement, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of Certificateholders, unless such loss Certificateholders have offered to the Owner Trustee security or damage indemnity satisfactory to it against the costs, expenses and regardless liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the form Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of actionany such act.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee Controlling Trustees; Signatory Trustees; Alternate Signatory Trustee. (a) Each of the Trustees accepts the trust created hereby created and agrees to perform its duties hereunder in accordance with all of the terms and conditions contained in this Trust Agreement. In performing its duties hereunder, no Trustee shall have any duty or liability with respect to such trust but only upon the terms administration of MSAF, except for its gross negligence or willful misconduct, and no implied duties shall be read into this AgreementTrust Agreement against any Trustee. The Interim Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender Trustee Trustees shall not be liable for any error of judgment made by a responsible officer the acts or omissions of the Interim Eligible Lender TrusteeDepositor nor shall the Delaware Trustee be liable for any act or omission by it in good faith in accordance with directions of the Controlling Trustees or for any act or omission of the Controlling Trustees or the Independent Trustees. 2. No (b) The Controlling Trustees shall manage the property and affairs of MSAF and specifically, for so long as any debt securities of MSAF remain outstanding, for the benefit of the holders of such debt securities such that no action shall be taken with respect to the Trust Property or the proceeds thereof which contravenes or conflicts with any provision of the indenture or other instrument governing such debt securities. The sole purpose of the Delaware Trustee in entering into this Agreement, Trust Agreement is to satisfy the Purchase Agreements or requirements of Section 3807(a) of the Sale Agreement shall require Business Trust Act. It is understood and agreed by the Interim Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in parties hereto that the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, if the Interim Eligible Lender Delaware Trustee shall have reasonable grounds for believing none of the duties or liabilities of the Controlling Trustees. The duties of the Delaware Trustee shall be limited to (i) accepting legal process served on MSAF in the State of Delaware and (ii) the execution of any certificates required to be filed with the Delaware Secretary of State which the Delaware Trustee is required to execute under Section 3811 of the Business Trust Act. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to MSAF or the Depositor, it is hereby understood and agreed by the parties hereto that repayment such duties and liabilities are replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Trust Agreement. (c) Each of Karl Xxxxx xxx Alexxxxxx Xxxxx (xxe "SIGNATORY TRUSTEES") is hereby authorized and directed to enter into the agreements approved by either of them, such approval to be evidenced by the signature of any one of such funds or adequate indemnity against Signatory Trustees on any such risk or liability agreement. Scotx Xxxxxxxx xx hereby authorized to act as an alternate for Karl Xxxxx xx his capacity as Signatory Trustee (the "ALTERNATE SIGNATORY TRUSTEE") The Delaware Trustee is not reasonably assured or provided further authorized and directed to it. 3. The Interim Eligible Lender enter into such other documents and take such other action as either Signatory Trustee shall specifically direct in written instructions delivered to the Delaware Trustee; provided, however, that the Delaware Trustee shall not be responsible for or in respect of required to take any action if 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 Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreement. 4. In no event Delaware Trustee shall the Interim Eligible Lender Trustee be responsible or liable for special, indirectdetermine, or consequential loss shall be advised by counsel, that such action is likely to result in personal liability or damage of is contrary to applicable law or any kind whatsoever irrespective of whether agreement to which the Interim Eligible Lender Delaware Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionis a party.

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust trusts hereby created and agrees to perform its duties hereunder with respect to such trust trusts but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Trust Assets upon the terms of the Related Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Related Document under any circumstances, except (i) for its own willful misconduct or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.3, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly made undertaken by it in the last sentence of Section 6.4, or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Interim Eligible Lender TrusteeOwner Trustee in connection with any of the transactions contemplated by this Agreement or any Related Document. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment made in good faith by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the instructions of the Equity Certificateholder pursuant to Section 6.3; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Related Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Related Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under this Agreement or any of the Related Documents, including the principal of and interest on the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreement. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.(except as provided in

Acceptance of Trust and Duties. The Interim Eligible Lender Owner Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Operative Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements or the Sale Agreement any Operative Document under any circumstances, except (i) for its own willful misconduct misconduct, bad faith or negligence or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 7.03 expressly made by the Interim Eligible Lender Owner Trustee in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.04 hereof, (iv) for any investments issued by the Owner Trustee or any branch or affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender (a) the Owner Trustee shall not be liable for any error of judgment judgment, not constituting gross negligence, made by a responsible officer Responsible Officer of the Interim Eligible Lender Owner Trustee.; 2. No (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it if such action or omission is in accordance with the instructions of the Instructing Party, the Sponsor, the Master Servicer or any Certificateholder pursuant to the terms hereof; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any Operative Document shall require the Interim Eligible Lender Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, any Operative Document if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Operative Documents, including the principal of and interest on the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Sponsor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Owner Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Operative Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any 20 25 liability, duty or obligation to the Sponsor, the Insurer, Indenture Trustee, any Certificateholder, other than as expressly provided for herein and in the Operative Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Sponsor, the Insurer, the Indenture Trustee, or the Master Servicer under any of the Operative Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Operative Documents that are required to be performed by the Sponsor under this Agreement, by the Indenture Trustee under the Indenture or the Master Servicer under the Sale and Servicing Agreement.; and 4. In (g) the Owner Trustee shall be under no event shall obligation to exercise any of the Interim Eligible Lender Trustee be responsible rights or liable for special, indirectpowers vested in it by this Agreement, or consequential loss to institute, conduct or damage defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Operative Document, at the request, order or direction of the Instructing Party or any of the Certificateholders, unless such Instructing Party or Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Operative Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionact.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee Trust Company accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust trust, but only upon the terms of this Agreement. The Interim Eligible Lender Trustee Trust Company also agrees to disburse all moneys actually received by it constituting part of the Trust Estate in accordance with the terms of the Transaction Documents. The Trust Company shall not be answerable or accountable hereunder under this Agreement or under the Purchase Agreements or the Sale Agreement any Transaction Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below 6.03 expressly made by the Interim Eligible Lender TrusteeOwner Trustee in its individual capacity. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender Trustee (a) the Trust Company shall not be personally liable for any error of judgment made in good faith by a responsible an authorized officer of the Interim Eligible Lender Trustee.Owner Trustee so long as the same will not constitute willful misconduct or negligence; 2. No (b) the Trust Company shall not be personally liable with respect to any action taken or omitted to be taken by the Owner Trustee in accordance with the instructions of the Servicer or the Transferor; (c) no provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement any other Transaction Document shall require the Interim Eligible Lender Trustee Trust Company to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreementany other Transaction Document, if the Interim Eligible Lender Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; 3. The Interim Eligible Lender (d) except for Section 6.03 of this Agreement, under no circumstances shall the Owner Trustee be liable for any representation, warranty, consent or other indebtedness evidenced by or arising under any of the Transaction Documents, including the principal of and interest on the Notes; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans Estate or for or in respect of the validity or sufficiency of the Purchase Agreements Transaction Documents, other than the genuineness of the signature on the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty, or obligation to any Noteholder or to the Owner, other than as expressly provided for herein or expressly agreed to in the other Transaction Documents; (f) the Owner Trustee shall not be liable for the default or misconduct of the Transferor, the Servicer or the Sale Indenture Trustee under any of the Transaction Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Owner Trustee under the Transaction Documents that are required to be performed by the Indenture Trustee under the Indenture or the Servicer under the Transfer and Servicing Agreement.; 4(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Transaction Document, at the request, order or direction of the Transferor, unless the Transferor has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or any other Transaction Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for, other than its negligence or willful misconduct in the performance of, any such act; and (h) 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 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. In no the event that said counsel advises the Owner Trustee that such action will result in such consequences, the Transferor shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of appoint an additional trustee pursuant to Section 9.05 hereof to proceed with such loss or damage and regardless of the form of action.

Acceptance of Trust and Duties. The Interim Eligible Lender Trustee accepts the trust hereby created and agrees to perform its duties hereunder with respect to such trust but only upon the terms of this Agreement. The Interim Eligible Lender Trustee shall not be answerable or accountable hereunder or under the Purchase Agreements Agreement or the Sale Agreement under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.2 below expressly made by the Interim Eligible Lender Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): 1. The Interim Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim Eligible Lender Trustee. 2. No provision of this Agreement, the Purchase Agreements Agreement or the Sale Agreement shall require the Interim 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 the Purchase Agreements Agreement or the Sale Agreement, if the Interim 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. 3. The Interim 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 DEPOSITOR or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements Agreement or the Sale Agreement. 4. In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.